N-CSR 1 tm2113264-1_ncsrseq1.htm N-CSR

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:            811-07852

 

USAA Mutual Funds Trust

(Exact name of registrant as specified in charter)

 

15935 La Cantera Pkwy, Building Two, San Antonio, Texas       78256

(Address of principal executive offices)                                      (Zip code)

 

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

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 800-235-8396

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2021

 

 

  

 

 

 

Item 1. Reports to Stockholders.

 

 

 

MARCH 31, 2021

Annual Report

USAA Global Equity Income Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

9

   

Financial Statements

 

Statement of Assets and Liabilities

    18    

Statement of Operations

    19    

Statements of Changes in Net Assets

    20    

Financial Highlights

    22    

Notes to Financial Statements

   

24

   
Report of Independent
Registered Public Accounting Firm
   

34

   

Supplemental Information (Unaudited)

   

35

   

Trustees' and Officers' Information

    35    

Proxy Voting and Portfolio Holdings Information

    41    

Expense Example

    41    

Additional Federal Income Tax Information

    43    

Advisory Contract Agreement

    44    

Liquidity Risk Management Program

    47

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Global Equity Income Fund

Manager's Commentary

(Unaudited)

Victory Solutions
Mannik S. Dhillon, CFA, CAIA
Lance Humphrey, CFA*
Elie Masri*

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first three months of 2020. While COVID-19 cases continued to rise, investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to withstand the effects of the COVID-19.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the reporting period climbing from under 1% to 1.74% at March 31, 2021.

*Effective February 12, 2021, Lance Humphrey and Elie Masri were added as portfolio managers on the Fund and Wasif Latif was removed.


4


USAA Mutual Funds Trust

USAA Global Equity Income Fund (continued)

Manager's Commentary (continued)

•  How did the USAA Global Equity Income Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. For the fiscal year ended March 31, 2021, the Fund Shares and Institutional Shares had a total return of 45.23% and 45.32%, respectively. This compares to returns of 35.69% for the MSCI World High Dividend Yield Index (the "Index") and 41.22% for the Lipper Global Equity Income Funds Index.

•  What strategies did you employ during the reporting period?

The Fund focuses on income-oriented global equities and normally will have roughly equal weights in U.S. and international stocks, although this will vary to some degree depending on where we see the better value. In selecting stocks, we emphasize not only the current dividend but also a company's likely ability to grow its dividend. As a result, the average current dividend of companies held by the Fund generally will be somewhat lower than the benchmark. However, our view is that a focus on dividend growers should provide an improved total return profile as we invest within the global dividend stock universe.

For the 12-month period ended March 31, 2021, strong stock selection and sector allocation effects positively impacted relative performance. An overweight to Information Technology and Consumer Discretionary, as well as the underweight to Health Care, positively contributed to relative performance. Selection effects in Information Technology and Health Care contributed to the relative performance, while stock selection within Consumer Staples, Materials and Industrials detracted.

From a country perspective, strong overall stock selection in the United States positively contributed to relative performance against the benchmark. An overweight to Denmark and underweight to Switzerland and the United Kingdom relative to the benchmark added to performance, while an underweight to Japan and Germany negatively impacted performance relative to the benchmark.

Looking ahead to the Fund's new fiscal year, the global community's united efforts to distribute COVID-19 vaccines are central to how quickly the global economy will recover. On a long-term basis, we believe that focusing on quality companies with attractive valuations and dividend income is a sound strategy from a total return perspective.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA Global Equity Income Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

   

Fund Shares

 

Institutional Shares

         

INCEPTION DATE

 

8/7/15

 

8/7/15

         
   

Net Asset Value

 

Net Asset Value

  MSCI World
High Dividend
Yield Index1
  Lipper Global
Equity Income
Funds Index2
 

One Year

   

45.23

%

   

45.32

%

   

35.69

%

   

41.22

%

 

Five Year

   

9.47

%

   

9.54

%

   

8.48

%

   

8.53

%

 

Since Inception

   

7.29

%

   

7.35

%

   

7.51

%

   

7.13

%

 

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

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares.

The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Global Equity Income Fund — Growth of $10,000

**The performance of the MSCI World High Dividend Yield Index and Lipper Global Equity Income Funds Index is calculated from the end of the month, July 31, 2015, while the inception date of the USAA Global Equity Income Fund is August 7, 2015. There may be a slight variation of performance numbers because of this difference.

1The unmanaged MSCI World High Dividend Yield Index is a free float-adjusted market capitalization weighed index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Lipper Global Equity Income Funds Index measures the Fund's performance to that of the Lipper Global Equity Income Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Global Equity Income Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with total return with an emphasis on current income.

Top 10 Holdings*:

March 31, 2021

(% of Net Assets)

Apple, Inc.

   

4.4

%

 

Microsoft Corp.

   

2.2

%

 

The Home Depot, Inc.

   

1.4

%

 

Texas Instruments, Inc.

   

1.4

%

 

Johnson & Johnson

   

1.4

%

 

Cisco Systems, Inc.

   

1.2

%

 

The Procter & Gamble Co.

   

1.2

%

 

T. Rowe Price Group, Inc.

   

1.2

%

 

Amgen, Inc.

   

1.2

%

 

Target Corp.

   

1.2

%

 

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

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


7


USAA Mutual Funds Trust
USAA Global Equity Income Fund
 

March 31, 2021

 

  (Unaudited)

Sector Allocation*:

March 31, 2021

(% of Net Assets)

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

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


8


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Common Stocks (99.5%)

 

Australia (0.9%):

 

Energy (0.2%):

 

Washington H Soul Pattinson & Co. Ltd.

   

6,532

   

$

157

   

Financials (0.4%):

 

ASX Ltd.

   

5,463

     

296

   

Materials (0.3%):

 

Evolution Mining Ltd.

   

70,468

     

219

   
     

672

   

Belgium (0.6%):

 

Communication Services (0.3%):

 

Telenet Group Holding NV

   

4,803

     

195

   

Consumer Staples (0.3%):

 

Etablissements Franz Colruyt

   

3,929

     

234

   
     

429

   

Canada (5.1%):

 

Consumer Discretionary (0.9%):

 

Dollarama, Inc.

   

5,639

     

249

   

Magna International, Inc.

   

5,147

     

454

   
     

703

   

Consumer Staples (0.3%):

 

Metro, Inc. (a)

   

4,503

     

205

   

Energy (0.6%):

 

Canadian Natural Resources Ltd.

   

7,015

     

217

   

Parkland Corp.

   

8,807

     

265

   
     

482

   

Financials (2.5%):

 

Bank of Montreal

   

5,065

     

451

   

Manulife Financial Corp.

   

13,254

     

285

   

Power Corp. of Canada

   

7,926

     

208

   

Sun Life Financial, Inc.

   

6,426

     

325

   

The Bank of Nova Scotia

   

4,500

     

282

   

The Toronto-Dominion Bank

   

5,611

     

366

   
     

1,917

   

Industrials (0.2%):

 

Thomson Reuters Corp.

   

1,824

     

160

   

Information Technology (0.4%):

 

Constellation Software, Inc.

   

178

     

248

   

Topicus.com, Inc. (b)

   

331

     

22

   
     

270

   

Materials (0.2%):

 

Wheaton Precious Metals Corp.

   

3,897

     

149

   
     

3,886

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Denmark (1.2%):

 

Health Care (1.0%):

 

Coloplast A/S Class B

   

2,277

   

$

342

   

Novo Nordisk A/S Class B

   

5,850

     

394

   
     

736

   

Utilities (0.2%):

 

Orsted A/S (c)

   

1,145

     

185

   
     

921

   

Finland (0.9%):

 

Communication Services (0.2%):

 

Elisa Oyj

   

2,407

     

144

   

Industrials (0.3%):

 

Kone Oyj Class B

   

2,644

     

216

   

Utilities (0.4%):

 

Fortum Oyj

   

11,424

     

305

   
     

665

   

France (0.7%):

 

Consumer Discretionary (0.3%):

 

Hermes International

   

226

     

250

   

Consumer Staples (0.4%):

 

L'Oreal SA

   

780

     

299

   
     

549

   

Germany (1.4%):

 

Financials (1.2%):

 

Allianz SE Registered Shares

   

2,768

     

704

   

Deutsche Boerse AG

   

963

     

160

   
     

864

   

Information Technology (0.2%):

 

SAP SE

   

1,304

     

160

   
     

1,024

   

Hong Kong (1.5%):

 

Financials (1.0%):

 

BOC Hong Kong Holdings Ltd.

   

77,500

     

271

   

Hang Seng Bank Ltd.

   

17,300

     

336

   

Hong Kong Exchanges and Clearing Ltd.

   

2,700

     

160

   
     

767

   

Industrials (0.2%):

 

Jardine Matheson Holdings Ltd.

   

2,000

     

131

   

Utilities (0.3%):

 

Power Assets Holdings Ltd.

   

37,000

     

219

   

   

1,117

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Ireland (2.2%):

 

Health Care (0.2%):

 

STERIS PLC

   

800

   

$

152

   

Industrials (1.1%):

 

Eaton Corp. PLC

   

3,029

     

419

   

Trane Technologies PLC

   

2,322

     

384

   
     

803

   

Information Technology (0.9%):

 

Seagate Technology PLC

   

8,814

     

677

   
     

1,632

   

Italy (0.7%):

 

Utilities (0.7%):

 

Enel SpA

   

25,013

     

249

   

Terna Rete Elettrica Nazionale SpA

   

39,286

     

296

   
     

545

   

Japan (7.6%):

 

Communication Services (1.8%):

 

Kakaku.com, Inc.

   

6,300

     

173

   

KDDI Corp.

   

14,700

     

453

   

Nintendo Co. Ltd.

   

600

     

338

   

Nippon Telegraph & Telephone Corp.

   

16,400

     

423

   
     

1,387

   

Consumer Discretionary (1.6%):

 

Bridgestone Corp.

   

6,700

     

272

   

Iida Group Holdings Co. Ltd.

   

7,500

     

182

   

Sony Group Corp.

   

1,600

     

169

   

Toyota Motor Corp.

   

7,600

     

592

   
     

1,215

   

Consumer Staples (0.5%):

 

Pigeon Corp.

   

3,600

     

137

   

Seven & i Holdings Co. Ltd.

   

6,400

     

258

   
     

395

   

Energy (0.5%):

 

ENEOS Holdings, Inc.

   

80,400

     

365

   

Financials (0.9%):

 

ORIX Corp.

   

9,100

     

154

   

Resona Holdings, Inc.

   

29,800

     

125

   

Sumitomo Mitsui Financial Group, Inc.

   

10,000

     

363

   
     

642

   

Health Care (0.7%):

 

Chugai Pharmaceutical Co. Ltd.

   

2,100

     

85

   

Hoya Corp.

   

1,700

     

200

   

M3, Inc.

   

1,000

     

69

   

Shionogi & Co. Ltd.

   

3,400

     

184

   
     

538

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Industrials (0.6%):

 

ITOCHU Corp.

   

10,600

   

$

344

   

Recruit Holdings Co. Ltd.

   

2,900

     

143

   
     

487

   

Information Technology (0.6%):

 

Fujitsu Ltd.

   

1,100

     

160

   

Nomura Research Institute Ltd.

   

9,400

     

292

   
     

452

   

Materials (0.2%):

 

Asahi Kasei Corp.

   

13,300

     

153

   

Utilities (0.2%):

 

Chubu Electric Power Co., Inc.

   

12,300

     

158

   
     

5,792

   

Netherlands (1.7%):

 

Communication Services (0.3%):

 

Koninklijke KPN NV

   

73,078

     

248

   

Consumer Staples (0.6%):

 

Koninklijke Ahold Delhaize NV

   

14,985

     

418

   

Industrials (0.3%):

 

Wolters Kluwer NV

   

3,057

     

266

   

Information Technology (0.5%):

 
ASML Holding NV    

625

     

383

   
     

1,315

   

Singapore (1.3%):

 

Financials (1.3%):

 

DBS Group Holdings Ltd.

   

24,500

     

525

   

Oversea-Chinese Banking Corp. Ltd.

   

14,700

     

129

   

Singapore Exchange Ltd.

   

32,900

     

244

   

United Overseas Bank Ltd.

   

6,400

     

124

   
     

1,022

   

Spain (1.1%):

 

Energy (0.2%):

 

Enagas SA

   

6,585

     

143

   

Utilities (0.9%):

 

Endesa SA

   

9,299

     

246

   

Iberdrola SA

   

9,493

     

123

   

Red Electrica Corp. SA

   

17,395

     

309

   
     

678

   
     

821

   

Switzerland (5.9%):

 

Consumer Discretionary (0.3%):

 

Garmin Ltd.

   

1,881

     

248

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Consumer Staples (0.6%):

 

Nestle SA Registered Shares

   

4,121

   

$

459

   

Financials (0.9%):

 

Banque Cantonale Vaudoise Registered Shares (b)

   

1,729

     

169

   

Partners Group Holding AG (a)

   

96

     

122

   

Zurich Insurance Group AG

   

843

     

359

   
     

650

   

Health Care (2.0%):

 

Lonza Group AG Registered Shares

   

158

     

89

   

Novartis AG Registered Shares

   

8,016

     

685

   

Roche Holding AG

   

2,217

     

718

   
     

1,492

   

Industrials (1.0%):

 

ABB Ltd. Registered Shares

   

6,186

     

188

   

Geberit AG Registered Shares

   

660

     

420

   

SGS SA Registered Shares

   

58

     

165

   
     

773

   

Information Technology (0.4%):

 

Logitech International SA Class R

   

2,831

     

297

   

Materials (0.7%):

 

EMS-Chemie Holding AG

   

233

     

208

   

Givaudan SA Registered Shares

   

50

     

193

   

LafargeHolcim Ltd.

   

2,542

     

150

   
     

551

   
     

4,470

   

United Kingdom (2.7%):

 

Consumer Discretionary (0.1%):

 

Barratt Developments PLC (b)

   

7,795

     

80

   

Financials (0.9%):

 

Admiral Group PLC

   

4,108

     

175

   

Aon PLC Class A

   

2,141

     

493

   
     

668

   

Health Care (0.2%):

 

Smith & Nephew PLC

   

5,733

     

109

   

Industrials (0.8%):

 

Ferguson PLC

   

1,922

     

229

   

Intertek Group PLC

   

2,263

     

175

   

RELX PLC

   

8,774

     

220

   
     

624

   

Information Technology (0.2%):

 

The Sage Group PLC

   

20,416

     

173

   

Materials (0.5%):

 

Rio Tinto PLC

   

4,978

     

380

   
     

2,034

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

United States (64.0%):

 

Communication Services (2.9%):

 

Activision Blizzard, Inc.

   

3,112

   

$

289

   

Comcast Corp. Class A

   

4,505

     

244

   

Omnicom Group, Inc.

   

6,949

     

515

   

The Interpublic Group of Cos., Inc.

   

5,500

     

161

   

Verizon Communications, Inc.

   

13,966

     

812

   

ViacomCBS, Inc. Class B

   

3,527

     

159

   
     

2,180

   

Consumer Discretionary (6.1%):

 

Best Buy Co., Inc.

   

7,093

     

814

   

D.R. Horton, Inc.

   

1,887

     

168

   

Genuine Parts Co.

   

1,200

     

139

   

Lowe's Cos., Inc.

   

4,514

     

859

   

McDonald's Corp.

   

930

     

208

   

Starbucks Corp.

   

1,909

     

209

   

Target Corp.

   

4,424

     

876

   

The Home Depot, Inc.

   

3,537

     

1,080

   

Tractor Supply Co.

   

1,552

     

275

   
     

4,628

   

Consumer Staples (5.2%):

 

Campbell Soup Co.

   

3,100

     

156

   

Church & Dwight Co., Inc.

   

1,700

     

148

   

Colgate-Palmolive Co.

   

3,883

     

306

   

General Mills, Inc.

   

8,686

     

533

   

Kimberly-Clark Corp.

   

745

     

103

   

Philip Morris International, Inc.

   

3,234

     

287

   

The Clorox Co.

   

2,585

     

499

   

The Hershey Co.

   

1,176

     

186

   

The Kroger Co.

   

9,494

     

342

   

The Procter & Gamble Co.

   

6,958

     

942

   

Tyson Foods, Inc. Class A

   

3,679

     

273

   

Walmart, Inc.

   

1,294

     

176

   
     

3,951

   

Energy (1.3%):

 

Cabot Oil & Gas Corp.

   

27,330

     

513

   

EOG Resources, Inc.

   

3,850

     

279

   

Pioneer Natural Resources Co.

   

1,334

     

212

   
     

1,004

   

Financials (8.2%):

 

Aflac, Inc.

   

3,700

     

189

   

Ameriprise Financial, Inc.

   

2,265

     

526

   

Citizens Financial Group, Inc.

   

3,500

     

155

   

Comerica, Inc.

   

1,389

     

100

   

Erie Indemnity Co. Class A

   

884

     

195

   

Fifth Third Bancorp

   

5,000

     

187

   

Huntington Bancshares, Inc.

   

17,386

     

273

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

KeyCorp

   

30,965

   

$

619

   

M&T Bank Corp.

   

2,346

     

356

   

MarketAxess Holdings, Inc.

   

327

     

163

   

MetLife, Inc.

   

9,512

     

578

   

MSCI, Inc.

   

554

     

232

   

Regions Financial Corp.

   

9,856

     

204

   

S&P Global, Inc.

   

1,194

     

421

   

T. Rowe Price Group, Inc.

   

5,408

     

928

   

The Allstate Corp.

   

3,932

     

452

   

The PNC Financial Services Group, Inc.

   

1,394

     

245

   

The Progressive Corp.

   

2,287

     

219

   

The Travelers Cos., Inc.

   

1,000

     

150

   
     

6,192

   

Health Care (8.8%):

 

Abbott Laboratories

   

2,500

     

300

   

AmerisourceBergen Corp.

   

1,737

     

205

   

Amgen, Inc.

   

3,674

     

914

   

Anthem, Inc.

   

951

     

341

   

Bristol-Myers Squibb Co.

   

4,940

     

312

   

Cardinal Health, Inc.

   

1,871

     

114

   

Danaher Corp.

   

1,200

     

270

   

Eli Lilly & Co.

   

3,562

     

665

   

Johnson & Johnson

   

6,287

     

1,033

   

McKesson Corp.

   

1,181

     

230

   

Medtronic PLC

   

1,251

     

148

   

Pfizer, Inc.

   

13,945

     

505

   

Quest Diagnostics, Inc.

   

945

     

121

   

Stryker Corp.

   

700

     

171

   

Thermo Fisher Scientific, Inc.

   

258

     

118

   

UnitedHealth Group, Inc.

   

2,293

     

853

   

Zoetis, Inc.

   

2,112

     

333

   
     

6,633

   

Industrials (8.9%):

 

3M Co.

   

3,247

     

626

   

C.H. Robinson Worldwide, Inc.

   

1,500

     

143

   

Cummins, Inc.

   

2,806

     

727

   

Dover Corp.

   

1,500

     

206

   

Fastenal Co.

   

5,169

     

260

   

FedEx Corp.

   

1,406

     

399

   

Honeywell International, Inc.

   

1,526

     

331

   

Illinois Tool Works, Inc.

   

1,208

     

268

   

Lockheed Martin Corp.

   

1,372

     

507

   

Norfolk Southern Corp.

   

419

     

112

   

Northrop Grumman Corp.

   

334

     

108

   

PACCAR, Inc.

   

4,744

     

441

   

Parker-Hannifin Corp.

   

428

     

135

   

Republic Services, Inc.

   

1,400

     

139

   

Robert Half International, Inc.

   

4,014

     

313

   

Rockwell Automation, Inc.

   

2,162

     

574

   

Rollins, Inc.

   

10,383

     

357

   

Snap-on, Inc.

   

700

     

162

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Union Pacific Corp.

   

1,264

   

$

279

   

United Parcel Service, Inc. Class B

   

1,961

     

333

   

W.W. Grainger, Inc.

   

384

     

154

   

Waste Management, Inc.

   

1,100

     

142

   
     

6,716

   

Information Technology (16.4%):

 

Apple, Inc.

   

27,152

     

3,317

   

Applied Materials, Inc.

   

2,819

     

377

   

Broadcom, Inc.

   

804

     

373

   

Cisco Systems, Inc.

   

18,241

     

943

   

Citrix Systems, Inc.

   

1,150

     

161

   

Intel Corp.

   

8,644

     

553

   

Intuit, Inc.

   

947

     

363

   

Juniper Networks, Inc.

   

4,700

     

119

   

KLA Corp.

   

1,000

     

330

   

Lam Research Corp.

   

308

     

183

   

Mastercard, Inc. Class A

   

922

     

328

   

Microsoft Corp.

   

7,110

     

1,676

   

NetApp, Inc.

   

11,588

     

842

   

NVIDIA Corp.

   

659

     

352

   

Oracle Corp.

   

9,640

     

676

   

Paychex, Inc.

   

2,331

     

229

   

QUALCOMM, Inc.

   

1,633

     

217

   

Texas Instruments, Inc.

   

5,638

     

1,066

   

Visa, Inc. Class A

   

1,448

     

307

   
     

12,412

   

Materials (3.4%):

 

Air Products & Chemicals, Inc.

   

715

     

201

   

Celanese Corp.

   

3,243

     

486

   

International Paper Co.

   

3,995

     

216

   

Nucor Corp.

   

2,198

     

177

   

Packaging Corp. of America

   

4,781

     

643

   

PPG Industries, Inc.

   

1,600

     

240

   

RPM International, Inc.

   

2,429

     

223

   

Steel Dynamics, Inc.

   

3,669

     

186

   

The Sherwin-Williams Co.

   

249

     

184

   
     

2,556

   

Utilities (2.8%):

 

American Electric Power Co., Inc.

   

1,400

     

119

   

American Water Works Co., Inc.

   

821

     

123

   

Duke Energy Corp.

   

4,073

     

393

   

Exelon Corp.

   

4,236

     

186

   

OGE Energy Corp.

   

13,780

     

446

   

UGI Corp.

   

12,979

     

532

   

WEC Energy Group, Inc.

   

2,714

     

254

   

Xcel Energy, Inc.

   

1,658

     

110

   
     

2,163

   
     

48,435

   

Total Common Stocks (Cost $58,108)

   

75,329

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Global Equity Income Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (0.4%)

 

United States (0.4%):

 

HSBC U.S. Government Money Market Fund I Shares, 0.04% (d)

   

309,763

   

$

310

   

Total Collateral for Securities Loaned (Cost $310)

   

310

   

Total Investments (Cost $58,418) — 99.9%

   

75,639

   

Other assets in excess of liabilities — 0.1%

   

73

   

NET ASSETS — 100.00%

 

$

75,712

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $185 (thousands) and amounted to 0.2% of net assets.

(d)  Rate disclosed is the daily yield on March 31, 2021.

PLC — Public Limited Company

See notes to financial statements.


17


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA
Global Equity
Income Fund
 

Assets:

 

Investments, at value (Cost $58,418)

 

$

75,639

(a)

 

Foreign currency, at value (Cost $28)

   

28

   

Cash

   

169

   

Receivables:

 

Interest and dividends

   

157

   

Capital shares issued

   

6

   

Investments sold

   

16

   

Reclaims

   

200

   

Prepaid expenses and other assets

   

4

   

Total assets

   

76,219

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

310

   

Investments purchased

   

16

   

Capital shares redeemed

   

40

   

Accrued expenses and other payables:

 

Investment advisory fees

   

46

   

Administration fees

   

9

   

Custodian fees

   

5

   

Transfer agent fees

   

20

   

Compliance fees

   

(b)

 

Trustees' fees

   

(b)

 

Other accrued expenses

   

61

   

Total liabilities

   

507

   

Net Assets:

 

Capital

   

58,973

   

Total accumulated earnings/(loss)

   

16,739

   

Net assets

 

$

75,712

   

Net Assets

 

Fund Shares

 

$

69,690

   

Institutional Shares

   

6,022

   

Total

 

$

75,712

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

5,792

   

Institutional Shares

   

500

   

Total

   

6,292

   

Net asset value, offering and redemption price per share: (c)

 

Fund Shares

 

$

12.03

   

Institutional Shares

 

$

12.04

   

(a)  Includes $292 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

See notes to financial statements.


18


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA
Global Equity
Income Fund
 

Investment Income:

 

Dividends

 

$

2,068

   

Securities lending (net of fees)

   

3

   

Foreign tax withholding

   

(106

)

 

Total income

   

1,965

   

Expenses:

 

Investment advisory fees

   

388

   

Administration fees — Fund Shares

   

102

   

Administration fees — Institutional Shares

   

5

   

Sub-Administration fees

   

20

   

Custodian fees

   

35

   

Transfer agent fees — Fund Shares

   

115

   

Transfer agent fees — Institutional Shares

   

5

   

Trustees' fees

   

46

   

Compliance fees

   

(a)

 

Legal and audit fees

   

75

   

State registration and filing fees

   

26

   

Other expenses

   

50

   

Total expenses

   

867

   

Expenses waived/reimbursed by Adviser

   

(117

)

 

Net Expenses

   

750

   

Net Investment Income (Loss)

   

1,215

   

Realized/Unrealized Gains (Losses) from Investments:

 
Net realized gains (losses) from investment securities and
foreign currency translations
   

(359

)

 
Net change in unrealized appreciation/depreciation on investment
securities and foreign currency translations
   

25,890

   

Net realized/unrealized gains (losses) on investments

   

25,531

   

Change in net assets resulting from operations

 

$

26,746

   

(a)  Rounds to less than $1 thousand.

See notes to financial statements.


19


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA Global Equity
Income Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

1,215

   

$

1,871

   

Net realized gains (losses) from investments

   

(359

)

   

4,817

   
Net change in unrealized appreciation/depreciation on
investments
   

25,890

     

(17,160

)

 

Change in net assets resulting from operations

   

26,746

     

(10,472

)

 

Distributions to Shareholders:

 

Fund Shares

   

(1,102

)

   

(5,419

)

 

Institutional Shares

   

(89

)

   

(391

)

 

Change in net assets resulting from distributions to shareholders

   

(1,191

)

   

(5,810

)

 

Change in net assets resulting from capital transactions

   

(14,549

)

   

641

   

Change in net assets

   

11,006

     

(15,641

)

 

Net Assets:

 

Beginning of period

   

64,706

     

80,347

   

End of period

 

$

75,712

   

$

64,706

   

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

5,174

   

$

10,388

   

Distributions reinvested

   

921

     

4,427

   

Cost of shares redeemed

   

(20,644

)

   

(14,174

)

 

Total Fund Shares

 

$

(14,549

)

 

$

641

   

Institutional Shares

 

Proceeds from shares issued

   

     

   

Distributions reinvested

   

     

   

Cost of shares redeemed

   

     

   

Total Institutional Shares

   

     

   

Change in net assets resulting from capital transactions

 

$

(14,549

)

 

$

641

   

Share Transactions:

 

Fund Shares

 

Issued

   

499

     

993

   

Reinvested

   

90

     

415

   

Redeemed

   

(1,981

)

   

(1,368

)

 

Total Fund Shares

   

(1,392

)

   

40

   

Institutional Shares

 

Issued

   

     

   

Reinvested

   

     

   

Redeemed

   

     

   

Total Institutional Shares

   

     

   

Change in Shares

   

(1,392

)

   

40

   

See notes to financial statements.


20


This page is intentionally left blank.


21


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains From
Investments
 

USAA Global Equity Income Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

8.42

     

0.17

(b)

   

3.61

     

3.78

     

(0.17

)

   

   
Year Ended
March 31, 2020
 

$

10.51

     

0.24

(b)

   

(1.57

)

   

(1.33

)

   

(0.22

)

   

(0.54

)

 
Year Ended
March 31, 2019
 

$

10.88

     

0.27

     

0.06

     

0.33

     

(0.27

)

   

(0.43

)

 
Year Ended
March 31, 2018
 

$

10.42

     

0.23

     

0.54

     

0.77

     

(0.23

)

   

(0.08

)

 
Year Ended
March 31, 2017
 

$

9.39

     

0.21

     

1.03

     

1.24

     

(0.21

)

   

   

Institutional Shares

 
Year Ended
March 31, 2021
 

$

8.43

     

0.18

(b)

   

3.61

     

3.79

     

(0.18

)

   

   
Year Ended
March 31, 2020
 

$

10.52

     

0.25

(b)

   

(1.56

)

   

(1.31

)

   

(0.24

)

   

(0.54

)

 
Year Ended
March 31, 2019
 

$

10.89

     

0.27

     

0.07

     

0.34

     

(0.28

)

   

(0.43

)

 
Year Ended
March 31, 2018
 

$

10.43

     

0.23

     

0.54

     

0.77

     

(0.23

)

   

(0.08

)

 
Year Ended
March 31, 2017
 

$

9.39

     

0.23

     

1.02

     

1.25

     

(0.21

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

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

(c)  Reflects a return to normal trading levels after a prior year transition or asset allocation shift.

(d)  Reflects increased trading activity due to current year transition or asset allocation shift.

(e)  Prior to August 1, 2018, USAA Asset Management Company ("AMCO") (previous investment Adviser) had voluntarily agreed to limit the annual expenses of the Fund Shares to 1.20% of the Fund Shares' average daily net assets.

(f)  Prior to August 1, 2018, AMCO (previous investment Adviser) had voluntarily agreed to limit the annual expenses of the Institutional Shares to 1.10% of the Institutional Shares' average daily net assets.

See notes to financial statements.


22


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*
  Net
Expenses**^
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)
 

USAA Global Equity Income Fund

 

Fund Shares

 
Year Ended
March 31, 2021
   

(0.17

)

 

$

12.03

     

45.23

%

   

1.03

%

   

1.65

%

   

1.18

%

 

$

69,690

     

46

%(c)

 
Year Ended
March 31, 2020
   

(0.76

)

 

$

8.42

     

(14.02

)%

   

1.00

%

   

2.30

%

   

1.14

%

 

$

60,491

     

109

%(d)

 
Year Ended
March 31, 2019
   

(0.70

)

 

$

10.51

     

3.43

%

   

1.03

%(e)

   

2.56

%

   

1.10

%

 

$

75,086

     

15

%

 
Year Ended
March 31, 2018
   

(0.31

)

 

$

10.88

     

7.41

%

   

1.05

%

   

2.17

%

   

1.05

%

 

$

96,101

     

22

%

 
Year Ended
March 31, 2017
   

(0.21

)

 

$

10.42

     

13.33

%

   

1.20

%

   

2.28

%

   

1.26

%

 

$

85,830

     

22

%

 

Institutional Shares

 
Year Ended
March 31, 2021
   

(0.18

)

 

$

12.04

     

45.32

%

   

0.93

%

   

1.74

%

   

1.25

%

 

$

6,022

     

46

%(c)

 
Year Ended
March 31, 2020
   

(0.78

)

 

$

8.43

     

(13.90

)%

   

0.90

%

   

2.40

%

   

1.51

%

 

$

4,215

     

109

%(d)

 
Year Ended
March 31, 2019
   

(0.71

)

 

$

10.52

     

3.47

%

   

0.97

%(f)

   

2.58

%

   

1.22

%

 

$

5,261

     

15

%

 
Year Ended
March 31, 2018
   

(0.31

)

 

$

10.89

     

7.35

%

   

1.10

%

   

2.14

%

   

1.29

%

 

$

5,447

     

22

%

 
Year Ended
March 31, 2017
   

(0.21

)

 

$

10.43

     

13.49

%

   

1.10

%

   

2.40

%

   

1.55

%

 

$

5,214

     

22

%

 

See notes to financial statements.


23


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Global Equity Income Fund (the "Fund"). The Fund offers two classes of shares: Fund Shares and Institutional Shares. The Fund is classified as diversified under the 1940 Act.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

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

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

In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value its international equity securities. The valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

54,693

   

$

20,636

   

$

   

$

75,329

   

Collateral for Securities Loaned

   

310

     

     

     

310

   

Total

 

$

55,003

   

$

20,636

   

$

   

$

75,639

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Real Estate Investment Trusts ("REITs"):

The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.

Investment Companies:

Open-End Funds:

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

Foreign Exchange Currency Contracts:

The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of March 31, 2021, the Fund had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Withholding taxes on interest, dividends, and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of March 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

292

   

$

   

$

310

   

Foreign Currency Translations:

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

Foreign Taxes:

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

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

33,392

   

$

47,693

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019 and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Global Equity Income Funds Index. The Lipper Global Equity Income Funds Index tracks the total return performance of the largest funds within the Lipper Global Equity Income Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
+/- 100 to 400  

+/- 4

 
+/- 401 to 700  

+/- 5

 
+/- 701 and greater  

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36 month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Global Equity Income Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to March 31, 2021, performance adjustments were $20 and $2, in thousands for Fund Shares and Institutional Shares, respectively. Performance adjustments were 0.03% and 0.03% for the Fund Shares and Institutional Shares, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15% and 0.10% of average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $23 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees for Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services.

Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 1.00% and 0.90% for Fund Shares and Institutional Shares, respectively.

Under the terms of the agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires March 31, 2023  

Expires March 31, 2024

 

Total

 
$

93

   

$

117

   

$

210

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises, and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.

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

Foreign Securities Risk — Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent)


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the year ended March 31, 2021.

7. Federal Income Tax Information:

The Fund intends to distribute any net investment income quarterly. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 
    Distributions
paid from
 
 
Distributions paid from
     
   
Ordinary
Income
  Total
Distributions
Paid
 
Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 
       

$

1,191

   

$

1,191

   

$

1,722

   

$

4,088

   

$

5,810

   


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Ordinary
Income
  Accumulated
Earnings
  Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

222

   

$

222

   

$

(697

)

 

$

17,214

   

$

16,739

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to deferral of losses on wash sales, passive foreign investment company, REIT and non-REIT return of capital adjustments.

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Total

 
$

697

   

$

697

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

    Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
        $

58,427

   

$

17,843

   

$

(629

)

 

$

17,214

   


33


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Global Equity Income Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Global Equity Income Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


34


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


35


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


36


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


37


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


38


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021) Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


39


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


40


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,172.80

   

$

1,019.75

   

$

5.63

   

$

5.24

     

1.04

%

 

Institutional Shares

   

1,000.00

     

1,173.10

     

1,020.24

     

5.09

     

4.73

     

0.94

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


41


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

For the period October 1, 2020 to March 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 1.04% and 0.94% for the Fund Shares and Institutional Shares, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six months ended March 31, 2021.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,172.80

   

$

1,019.95

   

$

5.42

   

$

5.04

     

1.00

%

 

Institutional Shares

   

1,000.00

   

1,173.10

     

1,020.44

   

4.88

     

4.53

     

0.90

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


42


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):

  Dividend
Received
Deduction
(corporate
shareholders)
  Qualified
Dividend
Income
(non-corporate
shareholders)
 
         

92

%

   

100

%

 


43


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Global Equity Income Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


44


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, and five-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


45


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


46


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


47


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

98354-0521


MARCH 31, 2021

Annual Report

USAA California Bond Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

9

   

Financial Statements

 

Statement of Assets and Liabilities

    17    

Statement of Operations

    18    

Statements of Changes in Net Assets

    19    

Financial Highlights

    22    

Notes to Financial Statements

   

24

   
Report of Independent
Registered Public Accounting Firm
   

34

   

Supplemental Information (Unaudited)

   

35

   

Trustees' and Officers' Information

    35    

Proxy Voting and Portfolio Holdings Information

    41    

Expense Example

    41    

Additional Federal Income Tax Information

    43    

Advisory Contract Agreement

    44    

Liquidity Risk Management Program

    47

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA California Bond Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA California Bond Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended March 31, 2021, the Fund Shares and Class A had a total return of 5.36% and 5.01%, respectively, versus an average of 6.74% for the funds in the Lipper California Municipal Debt Funds category. This compares to returns of 6.34% for the Lipper California Municipal Debt Funds Index and 5.51% for the Bloomberg Barclays Municipal Bond Index. The Institutional Shares commenced

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA California Bond Fund (continued)

Manager's Commentary (continued)

operations on June 29, 2020, and from that time through March 31, 2021, had a total return of 3.01%.

•  What are the conditions in the state of California?

The COVID-19 pandemic has resulted in unprecedented business shutdowns and economic stress. These conditions have resulted in financial stress for both the state and local governments to varying degrees. California's economy of nearly 40 million people, the largest among the 50 states, is broad, diverse, and considerable. However, the economic impact to the state of California has been significant as evidenced by a February 2021 unemployment rate of 8.5%, which, while greatly improved from peak unemployment rate levels in 2020, remains elevated.

On a positive note, following the Great Recession, California made significant structural changes to its fiscal operations that contributed to improved financial position. Areas of improvement include timely budgets, restrained spending, and the creation of rainy-day reserve funds. These factors, combined with significant one-time measures in the 2021 budget, should enable California to complete fiscal 2021 with good reserve levels. However, significant budget pressure in fiscal 2022 and beyond remains a credit concern. High dependence upon revenues generated from the cyclical personal income tax and a rising trend of outmigration, while still small relative to the population, are areas of potential fiscal concern.

The state as of March 31, 2021, maintains strong ratings of Aa2 with stable outlook by Moody's, AA- with stable outlook by S&P, and AA with stable outlook by Fitch Ratings.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA California Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

 

Institutional Shares

 

Class A

     

 

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

     

 

  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Barclays
Municpal
Bond Index1
  Lipper
California
Municipal
Debt
Funds Index2
 

One Year

   

5.36

%

   

NA

     

5.01

%

   

2.62

%

   

5.51

%

   

6.34

%

 

Five Year

   

3.38

%

   

NA

     

3.11

%

   

2.64

%

   

3.49

%

   

3.33

%

 

Ten Year

   

5.78

%

   

NA

     

5.51

%

   

5.27

%

   

4.54

%

   

5.31

%

 

Since Inception

   

NA

     

3.01

%

   

NA

     

NA

     

NA

     

NA

   

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

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

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

USAA California Bond Fund — Growth of $10,000

1 The unmanaged, broad-based Bloomberg Barclays Municipal Bond Index tracks total return performance for the long-term, investment-grade, tax-exempt bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2 The unmanaged Lipper California Municipal Debt Funds Index measures the Fund's performance to that of the Lipper California Municipal Debt Funds category that limit their assets to those securities exempt from taxation in the state of California.This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA California Bond Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide California investors with a high level of current interest income that is exempt from federal and California state income taxes.

Top 10 Industries

March 31, 2021

(% of Net Assets)

General Obligation

   

23.1

%

 

Hospital

   

17.0

%

 

Special Assessment/Tax/Fee

   

10.4

%

 

Water/Sewer Utility

   

9.3

%

 

Appropriated Debt

   

8.7

%

 

Multifamily Housing

   

7.4

%

 

Toll Road

   

5.8

%

 

Nursing/CCRC

   

4.4

%

 

Real Estate Tax/Fee

   

4.4

%

 

Education

   

2.9

%

 

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


7


USAA Mutual Funds Trust
USAA California Bond Fund (continued)
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


8


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (99.1%)

 

California (96.0%):

 
Abag Finance Authority for Nonprofit Corp. Revenue, 5.00%, 7/1/42,
Continuously Callable @100
 

$

1,500

   

$

1,577

   
Abag Finance Authority for Nonprofit Corp. Revenue (NBGA — California Health
Insurance Construction Loan Insurance Program), 5.00%, 1/1/33, Continuously
Callable @101
   

4,235

     

4,568

   
Adelanto Public Utility Authority Revenue (INS — Assured Guaranty Municipal
Corp.), 5.00%, 7/1/39, Continuously Callable @100
   

2,000

     

2,406

   
Alameda Corridor Transportation Authority Revenue, Series B, 5.00%, 10/1/37,
Continuously Callable @100
   

2,000

     

2,306

   
Albany Unified School District, GO
Series B, 5.00%, 8/1/43, Continuously Callable @100
   

2,000

     

2,394

   

Series B, 4.00%, 8/1/46, Continuously Callable @100

   

1,500

     

1,670

   
Anaheim Public Financing Authority Revenue, Series A, 5.00%, 5/1/46,
Continuously Callable @100
   

1,500

     

1,615

   
Bay Area Toll Authority Revenue
1.30% (MUNIPSA+125bps), 4/1/36, (Put Date 4/1/27) (a) (b)
   

15,000

     

15,472

   

Series H, 5.00%, 4/1/49, Continuously Callable @100

   

4,000

     

5,000

   
Burbank Unified School District, GO
8/1/33, Continuously Callable @100 (c)
   

3,085

     

3,438

   

8/1/34, Continuously Callable @100 (d)

   

3,000

     

3,342

   
California Community Housing Agency Revenue, Series A, 5.00%, 8/1/50,
Continuously Callable @100 (e)
   

2,000

     

2,275

   
California County Tobacco Securitization Agency Revenue
1.38%, 6/1/30
   

150

     

149

   

4.00%, 6/1/49, Continuously Callable @100

   

500

     

571

   

Series A, 4.00%, 6/1/49, Continuously Callable @100

   

500

     

572

   

Series A, 4.00%, 6/1/49, Continuously Callable @100

   

1,000

     

1,148

   
California Educational Facilities Authority Revenue
5.00%, 10/1/43, Continuously Callable @100
   

2,000

     

2,391

   

5.00%, 10/1/48, Continuously Callable @100

   

2,000

     

2,329

   

5.00%, 10/1/49, Continuously Callable @100

   

3,100

     

3,610

   

Series A, 5.00%, 10/1/37, Continuously Callable @100

   

1,000

     

1,126

   
California Enterprise Development Authority Revenue
4.00%, 11/1/49, Continuously Callable @100
   

1,900

     

2,099

   

4.00%, 11/1/50, Continuously Callable @100

   

680

     

752

   
California Health Facilities Financing Authority Revenue
4.00%, 3/1/39, Continuously Callable @100
   

7,375

     

8,154

   

4.00%, 10/1/47, Continuously Callable @100

   

10,000

     

11,168

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

5,000

     

5,498

   

Series A, 5.00%, 11/15/39, Continuously Callable @100

   

2,100

     

2,266

   

Series A, 5.00%, 8/15/42, Continuously Callable @100

   

1,000

     

1,162

   

Series A, 4.00%, 4/1/45, Continuously Callable @100

   

2,500

     

2,877

   

Series A, 4.00%, 4/1/49, Continuously Callable @100

   

1,000

     

1,151

   

Series A, 4.00%, 8/15/50, Continuously Callable @100

   

2,000

     

2,330

   

Series A-2, 5.00%, 11/1/47

   

10,000

     

14,991

   

Series B, 4.00%, 11/15/41, Continuously Callable @100

   

14,000

     

15,449

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
California Health Facilities Financing Authority Revenue (NBGA — California
Health Insurance Construction Loan Insurance Program)
 

5.00%, 7/1/39, Continuously Callable @100

 

$

1,050

   

$

1,205

   

5.00%, 6/1/42, Continuously Callable @100

   

7,805

     

8,206

   

5.00%, 7/1/44, Continuously Callable @100

   

2,300

     

2,607

   
California Infrastructure & Economic Development Bank Revenue, 4.00%, 7/1/50,
Continuously Callable @100
   

4,000

     

4,552

   
California Municipal Finance Authority Revenue
5.00%, 6/1/43, Continuously Callable @100
   

2,500

     

3,056

   

Series A, 5.00%, 2/1/37, Continuously Callable @100

   

750

     

881

   

Series A, 5.00%, 2/1/42, Continuously Callable @100

   

1,000

     

1,162

   

Series A, 4.00%, 10/1/44, Continuously Callable @100

   

2,000

     

2,137

   

Series A, 5.00%, 2/1/47, Continuously Callable @100

   

1,000

     

1,148

   

Series A, 5.00%, 7/1/47, Continuously Callable @100

   

1,000

     

1,152

   

Series A, 5.00%, 6/1/50, Continuously Callable @100

   

1,000

     

1,071

   
California Municipal Finance Authority Revenue (NBGA — California Health
Insurance Construction Loan Insurance Program)
4.13%, 5/15/39, Continuously Callable @100
   

1,900

     

2,085

   

4.13%, 5/15/46, Continuously Callable @100

   

2,100

     

2,273

   

Series B, 5.00%, 5/15/47, Continuously Callable @102

   

2,500

     

2,845

   
California Pollution Control Financing Authority Revenue
5.00%, 7/1/39, Continuously Callable @100 (e)
   

6,000

     

7,200

   

5.00%, 11/21/45, Continuously Callable @100 (e)

   

2,000

     

2,356

   
California Public Finance Authority Revenue
5.00%, 10/15/37, Continuously Callable @100
   

1,000

     

1,159

   

5.00%, 10/15/47, Continuously Callable @100

   

3,000

     

3,401

   

Series B, 4.00%, 10/15/51, (Put Date 10/15/31) (b)

   

685

     

813

   
California School Finance Authority Revenue
5.00%, 8/1/41, Continuously Callable @100 (e)
   

1,750

     

1,979

   

5.00%, 8/1/46, Continuously Callable @100 (e)

   

2,250

     

2,525

   

Series A, 5.00%, 7/1/47, Continuously Callable @100 (e)

   

1,370

     

1,599

   

Series A, 5.00%, 7/1/49, Continuously Callable @100 (e)

   

1,000

     

1,197

   

Series A, 5.00%, 7/1/54, Continuously Callable @100 (e)

   

2,150

     

2,564

   
California Statewide Communities Development Authority Revenue
5.00%, 5/15/24
   

1,300

     

1,461

   

5.00%, 5/15/40, Continuously Callable @100

   

2,750

     

3,164

   

5.00%, 5/15/42, Continuously Callable @100

   

1,500

     

1,568

   

5.00%, 11/1/43, Pre-refunded 11/1/24 @ 100

   

500

     

582

   

5.00%, 10/1/46, Continuously Callable @100

   

2,750

     

3,110

   

5.00%, 5/15/47, Continuously Callable @100

   

1,000

     

1,152

   

5.00%, 5/15/47, Continuously Callable @100

   

1,500

     

1,568

   

5.00%, 1/1/48, Continuously Callable @100

   

1,995

     

2,307

   

5.00%, 7/1/48, Continuously Callable @100

   

4,000

     

4,738

   

5.00%, 5/15/50, Continuously Callable @100

   

1,000

     

1,141

   

Series A, 5.00%, 5/15/25

   

2,180

     

2,520

   

Series A, 4.00%, 4/1/40, Continuously Callable @100

   

650

     

754

   

Series A, 4.00%, 4/1/45, Continuously Callable @100

   

1,500

     

1,711

   

Series A, 4.00%, 8/15/51, Continuously Callable @100

   

3,000

     

3,255

   

Series A, 5.00%, 12/1/53, Continuously Callable @100

   

1,000

     

1,192

   

Series A, 5.00%, 12/1/57, Continuously Callable @100

   

2,500

     

3,001

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
California Statewide Communities Development Authority Revenue (LIQ —
Deutsche Bank A.G.), 0.71%, 4/1/52, Callable 5/10/21 @ 100 (e) (f)
 

$

25,000

   

$

25,000

   
California Statewide Communities Development Authority Revenue (NBGA —
California Health Insurance Construction Loan Insurance Program)
4.00%, 11/1/46, Continuously Callable @100
   

4,000

     

4,314

   

Series S, 5.00%, 8/1/44, Pre-refunded 8/1/22 @ 102

   

2,400

     

2,601

   
Centinela Valley Union High School District, GO, Series B, 4.00%, 8/1/50,
Continuously Callable @100
   

9,500

     

10,359

   
Chino Valley Unified School District, GO, Series B, 4.00%, 8/1/45, Continuously
Callable @100
   

1,000

     

1,178

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.58%, 12/1/52, Callable 12/1/21 @ 100 (e) (f)
   

6,000

     

6,000

   
City of Atwater Wastewater Revenue (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 5/1/43, Continuously Callable @100
   

1,300

     

1,534

   

City of Fillmore Wastewater Revenue, 5.00%, 5/1/47, Continuously Callable @100

   

2,000

     

2,336

   
City of Santa Clara Electric Revenue, Series A, 5.25%, 7/1/32, Pre-refunded
7/1/21 @ 100
   

2,000

     

2,025

   
City of Tulare Sewer Revenue (INS — Assured Guaranty Municipal Corp.)
4.00%, 11/15/41, Continuously Callable @100
   

5,710

     

6,267

   

4.00%, 11/15/44, Continuously Callable @100

   

5,000

     

5,446

   
City of Upland Certificate of Participation
4.00%, 1/1/42, Continuously Callable @100
   

3,000

     

3,237

   

5.00%, 1/1/47, Continuously Callable @100

   

2,000

     

2,275

   
Corona-Norco Unified School District Special Tax, 5.00%, 9/1/32, Continuously
Callable @100
   

1,350

     

1,497

   
County of Sacramento Airport System Revenue
4.00%, 7/1/40, Continuously Callable @100
   

4,000

     

4,590

   

Series B, 5.00%, 7/1/41, Continuously Callable @100

   

1,100

     

1,300

   
East Bay Municipal Utility District Wastewater System Revenue, Series A-2,
5.00%, 6/1/38
   

9,000

     

12,831

   
Elk Grove Finance Authority Special Tax (INS — Build America Mutual Assurance
Co.), 5.00%, 9/1/38, Continuously Callable @100
   

1,500

     

1,748

   
Foothill-Eastern Transportation Corridor Agency Revenue, Series B-2, 3.50%,
1/15/53, Continuously Callable @100
   

1,500

     

1,618

   
Foothill-Eastern Transportation Corridor Agency Revenue (INS — Assured Guaranty
Municipal Corp.)
1/15/34 (g)
   

15,000

     

11,057

   

1/15/35 (g)

   

7,500

     

5,359

   
Fresno Joint Powers Financing Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 4.00%, 4/1/46, Continuously Callable @100
   

1,225

     

1,388

   
Golden State Tobacco Securitization Corp. Revenue, Series A, 5.00%, 6/1/35,
Continuously Callable @100
   

5,500

     

6,634

   
Grass Valley School District, GO (INS — Build America Mutual Assurance Co.),
5.00%, 8/1/45, Continuously Callable @100
   

2,400

     

2,816

   
Hanford Joint Union High School District Certificate of Participation (INS —
Assured Guaranty Municipal Corp.), 4.00%, 6/1/40, Continuously Callable @100
   

2,640

     

2,968

   
Hayward Unified School District, GO (INS — Build America Mutual Assurance
Co.), Series A, 5.00%, 8/1/44, Continuously Callable @100
   

3,000

     

3,651

   
Indio Redevelopment Agency Successor Agency Tax Allocation, Series A, 5.25%,
8/15/31, Continuously Callable @100
   

2,940

     

2,951

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Inglewood Unified School District, GO (INS — Build America Mutual Assurance Co.)
Series B, 5.00%, 8/1/38, Continuously Callable @100
 

$

750

   

$

897

   

Series C, 4.00%, 8/1/36, Continuously Callable @100

   

220

     

254

   

Series C, 4.00%, 8/1/37, Continuously Callable @100

   

450

     

517

   

Series C, 4.00%, 8/1/39, Continuously Callable @100

   

450

     

514

   
Irvine Unified School District Special Tax
5.00%, 9/1/45, Continuously Callable @100
   

1,000

     

1,177

   

5.00%, 9/1/49, Continuously Callable @100

   

2,000

     

2,315

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,020

     

1,184

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

1,800

     

2,022

   

Series B, 5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,184

   

Series B, 5.00%, 9/1/47, Continuously Callable @100

   

1,000

     

1,169

   

Series C, 5.00%, 9/1/42, Continuously Callable @100

   

1,000

     

1,184

   

Series C, 5.00%, 9/1/47, Continuously Callable @100

   

525

     

613

   

Series D, 5.00%, 9/1/49, Continuously Callable @100

   

1,000

     

1,157

   
Irvine Unified School District Special Tax (INS — Build America Mutual Assurance
Co.), 5.00%, 9/1/56, Continuously Callable @100
   

6,000

     

7,020

   
Jurupa Public Financing Authority Special Tax, Series A, 5.00%, 9/1/42,
Continuously Callable @100
   

1,000

     

1,143

   
Local Public Schools Funding Authority School Improvement District No. 2016-1,
GO (INS — Build America Mutual Assurance Co.), Series A, 4.00%, 8/1/52,
Continuously Callable @100
   

1,500

     

1,657

   

Long Beach Bond Finance Authority Revenue, Series A, 5.00%, 11/15/35

   

3,875

     

5,318

   
Los Angeles County Facilities, Inc. Revenue, 5.00%, 12/1/51, Continuously
Callable @100
   

4,000

     

4,774

   
Los Angeles County Public Works Financing Authority Revenue
Series A, 5.00%, 12/1/44, Continuously Callable @100
   

2,000

     

2,274

   

Series D, 5.00%, 12/1/45, Continuously Callable @100

   

6,000

     

7,007

   
March Joint Powers Redevelopment Agency Successor Agency Tax Allocation
(INS — Build America Mutual Assurance Co.), 4.00%, 8/1/41, Continuously
Callable @100
   

5,790

     

6,439

   
Middle Fork Project Finance Authority Revenue
5.00%, 4/1/33, Continuously Callable @100
   

2,205

     

2,753

   

5.00%, 4/1/35, Continuously Callable @100

   

225

     

278

   

5.00%, 4/1/36, Continuously Callable @100

   

1,830

     

2,252

   
Monrovia Financing Authority Revenue, 5.00%, 12/1/45, Continuously
Callable @100
   

3,435

     

3,986

   
Monrovia Financing Authority Revenue (INS — Assured Guaranty Municipal
Corp.), 5.00%, 12/1/45, Continuously Callable @100
   

2,345

     

2,683

   
Moreno Valley Unified School District, GO (INS — Assured Guaranty Municipal
Corp.), Series B, 5.00%, 8/1/47, Continuously Callable @100
   

6,500

     

7,895

   
Mountain View School District/Los Angeles County, GO (INS — Build America
Mutual Assurance Co.), Series B, 5.00%, 8/1/48, Continuously Callable @100
   

3,315

     

3,879

   
Mountain View Shoreline Regional Park Community Tax Allocation, Series A,
5.63%, 8/1/35, Continuously Callable @100
   

2,000

     

2,035

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8072, 0.58%, 1/1/52, Callable 4/15/21 @ 100 (e) (f)
   

5,000

     

5,000

   
Norwalk Redevelopment Agency Tax Allocation (INS — National Public Finance
Guarantee Corp.)
Series A, 5.00%, 10/1/30, Continuously Callable @100
   

5,000

     

5,018

   

Series A, 5.00%, 10/1/35, Continuously Callable @100

   

3,500

     

3,512

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Norwalk-La Mirada Unified School District, GO (INS — Assured Guaranty
Municipal Corp.), Series C, 8/1/30 (g)
 

$

7,500

   

$

6,521

   

Palomar Health, GO (INS — Assured Guaranty Municipal Corp.), Series A, 8/1/31 (g)

   

12,230

     

10,380

   

Palomar Health, GO (INS — National Public Finance Guarantee Corp.), 8/1/26 (g)

   

5,500

     

5,125

   
Perris Union High School District, GO (INS — Assured Guaranty Corp.), Series A,
4.00%, 9/1/48, Continuously Callable @100
   

5,000

     

5,693

   
Pittsburg Successor Agency Redevelopment Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 9/1/29, Continuously Callable @100
   

2,000

     

2,414

   
Pomona Unified School District, GO (INS — Build America Mutual Assurance Co.),
Series F, 5.00%, 8/1/39, Continuously Callable @100
   

1,500

     

1,705

   
Poway Unified School District Special Tax (INS — Assured Guaranty Municipal
Corp.), 4.00%, 9/1/50, Continuously Callable @100
   

4,750

     

5,290

   
Regents of the University of California Medical Center Pooled Revenue, Series L,
4.00%, 5/15/44, Continuously Callable @100
   

2,000

     

2,210

   
Rio Elementary School District, GO (INS — Assured Guaranty Municipal Corp.),
Series B, 4.00%, 8/1/45, Continuously Callable @100
   

2,800

     

3,080

   
Riverside County Public Financing Authority Tax Allocation (INS — Build America
Mutual Assurance Co.)
4.00%, 10/1/36, Continuously Callable @100
   

1,250

     

1,399

   

4.00%, 10/1/37, Continuously Callable @100

   

1,625

     

1,816

   
Riverside County Redevelopment Successor Agency Tax Allocation (INS —
Build America Mutual Assurance Co.), 4.00%, 10/1/37, Continuously
Callable @100
   

2,000

     

2,232

   
Riverside County Transportation Commission Revenue, Series A, 5.25%, 6/1/39,
Pre-refunded 6/1/23 @ 100
   

2,000

     

2,217

   
RNR School Financing Authority Special Tax (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 9/1/41, Continuously Callable @100
   

2,000

     

2,351

   
Sacramento Area Flood Control Agency Special Assessment, 5.00%, 10/1/44,
Continuously Callable @100
   

2,000

     

2,273

   
Sacramento City Financing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series XG0100, 0.12%, 12/1/33 (e) (f)
   

4,400

     

4,400

   
Sacramento City Unified School District, GO (INS — Build America Mutual
Assurance Co.), Series S, 5.00%, 7/1/38, Continuously Callable @100
   

1,020

     

1,123

   
San Bruno Park Elementary School District, GO, Series A, 5.00%, 8/1/48,
Continuously Callable @100
   

3,000

     

3,547

   
San Diego County Regional Airport Authority Revenue
Series A, 4.00%, 7/1/38, Continuously Callable @100
   

2,000

     

2,331

   

Series A, 5.00%, 7/1/47, Continuously Callable @100

   

1,500

     

1,771

   

Series A, 5.00%, 7/1/49, Continuously Callable @100

   

2,000

     

2,429

   
San Diego Public Facilities Financing Authority Revenue, Series A, 5.00%,
10/15/44, Continuously Callable @100
   

2,500

     

2,900

   
San Jose Financing Authority Revenue, Series A, 5.00%, 6/1/39, Pre-refunded
6/1/23 @ 100
   

10,000

     

11,033

   
San Leandro Unified School District, GO (INS — Build America Mutual Assurance
Co.), Series B, 5.00%, 8/1/43, Continuously Callable @100
   

2,750

     

3,360

   
San Luis & Delta Mendota Water Authority Revenue (INS — Build America Mutual
Assurance Co.), Series A, 5.00%, 3/1/38, Pre-refunded 3/1/23 @ 100
   

1,500

     

1,637

   
San Ramon Redevelopment Agency Successor Agency Tax Allocation (INS —
Build America Mutual Assurance Co.), Series A, 5.00%, 2/1/38, Continuously
Callable @100
   

5,000

     

5,736

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Santa Clarita Community College District, GO, 4.00%, 8/1/46, Continuously
Callable @100
 

$

5,250

   

$

5,762

   
Santa Cruz County Redevelopment Agency Tax Allocation (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 9/1/35, Continuously Callable @100
   

6,000

     

7,049

   
Santa Rosa High School District, GO (INS — Assured Guaranty Municipal Corp.),
Series C, 5.00%, 8/1/43, Continuously Callable @100
   

1,000

     

1,194

   
State of California, GO
5.25%, 2/1/30, Continuously Callable @100
   

4,000

     

4,166

   

5.00%, 2/1/43, Continuously Callable @100

   

3,000

     

3,229

   

4.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,171

   

5.00%, 9/1/45, Continuously Callable @100

   

2,500

     

2,986

   

5.00%, 8/1/46, Continuously Callable @100

   

9,500

     

11,286

   

5.00%, 11/1/47, Continuously Callable @100

   

7,000

     

8,524

   
Stockton Public Financing Authority Revenue
4.00%, 3/1/40, Continuously Callable @100
   

920

     

1,008

   

5.00%, 3/1/47, Continuously Callable @100

   

2,760

     

3,215

   
Tahoe-Truckee Unified School District Certificate of Participation (INS — Build
America Mutual Assurance Co.), 4.00%, 6/1/43, Continuously Callable @100
   

1,000

     

1,104

   
Temecula Valley Unified School District Financing Authority Special Tax (INS —
Build America Mutual Assurance Co.), 5.00%, 9/1/40, Continuously
Callable @100
   

1,575

     

1,819

   
Temecula Valley Unified School District, GO (INS — Assured Guaranty Municipal
Corp.), Series B, 4.00%, 8/1/45, Continuously Callable @100
   

7,500

     

8,151

   
Tobacco Securitization Authority of Southern California Revenue
5.00%, 6/1/48, Continuously Callable @100
   

1,000

     

1,194

   

5.00%, 6/1/48, Continuously Callable @100

   

1,000

     

1,226

   
Transbay Joint Powers Authority Tax Allocation
Series A, 5.00%, 10/1/49, Continuously Callable @100
   

800

     

976

   

Series B, 2.40%, 10/1/49, Continuously Callable @100

   

1,365

     

1,378

   
Tulare Local Health Care District, GO (INS-Build America Mutual Assurance Co.)
4.00%, 8/1/35, Continuously Callable @100
   

650

     

766

   

4.00%, 8/1/39, Continuously Callable @100

   

1,900

     

2,208

   
Vacaville Unified School District, GO, Series D, 4.00%, 8/1/45, Continuously
Callable @100
   

1,850

     

2,124

   
Val Verde Unified School District Certificate of Participation (INS — Build America
Mutual Assurance Co.)
Series A, 5.00%, 8/1/34, Continuously Callable @100
   

1,105

     

1,299

   

Series A, 5.00%, 8/1/35, Continuously Callable @100

   

1,530

     

1,797

   
Val Verde Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series C, 4.00%, 8/1/45, Continuously Callable @100
   

4,475

     

4,923

   
Val Verde Unified School District, GO (INS-Build America Mutual Assurance Co.),
Series B, 5.00%, 8/1/44, Continuously Callable @100
   

4,000

     

4,625

   
Victor Valley Union High School District, GO (INS — Assured Guaranty Municipal
Corp.), Series B, 4.00%, 8/1/37, Continuously Callable @100
   

5,000

     

5,699

   
Washington Township Health Care District Revenue
Series A, 4.00%, 7/1/35, Continuously Callable @100
   

600

     

686

   

Series A, 5.00%, 7/1/42, Continuously Callable @100

   

1,000

     

1,157

   
West Kern Water District Certificate of Participation, 5.00%, 6/1/28, Continuously
Callable @100
   

4,585

     

4,619

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Western Placer Unified School District Certificate of Participation (INS —
Assured Guaranty Municipal Corp.), 4.00%, 8/1/41, Continuously
Callable @100
 

$

6,000

   

$

6,591

   
     

637,248

   

Guam (2.5%):

 
Guam Government Waterworks Authority Revenue
5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100
   

4,000

     

4,453

   

5.00%, 1/1/46, Continuously Callable @100

   

7,000

     

7,923

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/34, Continuously Callable @100
   

1,000

     

1,054

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

2,800

     

3,208

   
     

16,638

   

Virgin Islands (0.6%):

 
Virgin Islands Public Finance Authority Revenue
5.00%, 9/1/33, Continuously Callable @100 (e)
   

3,000

     

3,319

   

Series A, 4.00%, 10/1/22

   

625

     

614

   
     

3,933

   

Total Municipal Bonds (Cost $611,663)

   

657,819

   

Total Investments (Cost $611,663) — 99.1%

   

657,819

   

Other assets in excess of liabilities — 0.9%

   

5,823

   

NET ASSETS — 100.00%

 

$

663,642

   

(a)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2021.

(b)  Put Bond.

(c)  Stepped-coupon security converts to coupon form on 8/1/23 with a rate of 4.30%.

(d)  Stepped-coupon security converts to coupon form on 8/1/23 with a rate of 4.35%.

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $65,414 (thousands) and amounted to 9.9% of net assets.

(f)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(g)  Zero-coupon bond.

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

MUNIPSA — Municipal Swap Index

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA California Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


16


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA California
Bond Fund
 

Assets:

 

Investments, at value (Cost $611,663)

 

$

657,819

   

Cash

   

292

   

Receivables:

 

Interest

   

6,321

   

Capital shares issued

   

239

   

From adviser

   

1

   

Prepaid expenses and other assets

   

6

   

Total Assets

   

664,678

   

Liabilities:

 

Payables:

 

Distributions

   

215

   

Capital shares redeemed

   

448

   

Accrued expenses and other payables:

 

Investment advisory fees

   

205

   

Administration fees

   

84

   

Custodian fees

   

(a)

 

Transfer agent fees

   

21

   

Compliance fees

   

(a)

 

Trustees' fees

   

(a)

 
12b-1 fees    

1

   

Other accrued expenses

   

62

   

Total Liabilities

   

1,036

   

Net Assets:

 

Capital

   

621,956

   

Total accumulated earnings/(loss)

   

41,686

   

Net Assets

 

$

663,642

   

Net Assets

 

Fund Shares

 

$

655,948

   

Institutional Shares

   

911

   

Class A

   

6,783

   

Total

 

$

663,642

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

57,109

   

Institutional Shares

   

79

   

Class A

   

591

   

Total

   

57,779

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

11.49

   

Institutional Shares

 

$

11.48

   

Class A

 

$

11.47

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

11.74

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


17


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA California
Bond Fund
 

Investment Income:

 

Interest

 

$

19,833

   

Total Income

   

19,833

   

Expenses:

 

Investment advisory fees

   

2,373

   

Administration fees — Fund Shares

   

993

   

Administration fees — Institutional Shares (a)

   

1

   

Administration fees — Class A

   

10

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

17

   

Custodian fees

   

6

   

Transfer agent fees — Fund Shares

   

140

   

Transfer agent fees — Institutional Shares (a)

   

1

   

Transfer agent fees — Class A

   

5

   

Trustees' fees

   

62

   

Compliance fees

   

4

   

Legal and audit fees

   

83

   

State registration and filing fees

   

4

   

Other expenses

   

76

   

Total Expenses

   

3,795

   

Expenses waived/reimbursed by Adviser

   

(7

)

 

Net Expenses

   

3,788

   

Net Investment Income (Loss)

   

16,045

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(447

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

19,043

   

Net realized/unrealized gains (losses) on investments

   

18,596

   

Change in net assets resulting from operations

 

$

34,641

   

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


18


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA California Bond Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

16,045

   

$

19,016

   

Net realized gains (losses) from investments

   

(447

)

   

795

   
Net change in unrealized appreciation/depreciation on
investments
   

19,043

     

4,404

   

Change in net assets resulting from operations

   

34,641

     

24,215

   

Distributions to Shareholders:

 

Fund Shares

   

(15,912

)

   

(18,841

)

 

Institutional Shares (a)

   

(13

)

   

   

Class A

   

(142

)

   

(172

)

 

Change in net assets resulting from distributions to shareholders

   

(16,067

)

   

(19,013

)

 

Change in net assets resulting from capital transactions

   

(39,098

)

   

(19,432

)

 

Change in net assets

   

(20,524

)

   

(14,230

)

 

Net Assets:

 

Beginning of period

   

684,166

     

698,396

   

End of period

 

$

663,642

   

$

684,166

   

(a) Institutional Shares commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.


19


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA California Bond Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

45,712

   

$

74,813

   

Distributions reinvested

   

13,309

     

15,317

   

Cost of shares redeemed

   

(99,256

)

   

(108,864

)

 

Total Fund Shares

 

$

(40,235

)

 

$

(18,734

)

 

Institutional Shares (a)

 

Proceeds from shares issued

 

$

1,751

   

$

   

Distributions reinvested

   

11

     

   

Cost of shares redeemed

   

(847

)

   

   

Total Institutional Shares

 

$

915

   

$

   

Class A

 

Proceeds from shares issued

 

$

6,931

   

$

341

   

Distributions reinvested

   

17

     

29

   

Cost of shares redeemed

   

(6,726

)

   

(1,068

)

 

Total Class A

 

$

222

   

$

(698

)

 

Change in net assets resulting from capital transactions

 

$

(39,098

)

 

$

(19,432

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

3,996

     

6,614

   

Reinvested

   

1,164

     

1,352

   

Redeemed

   

(8,723

)

   

(9,723

)

 

Total Fund Shares

   

(3,563

)

   

(1,757

)

 

Institutional Shares (a)

 

Issued

   

152

     

   

Reinvested

   

1

     

   

Redeemed

   

(74

)

   

   

Total Institutional Shares

   

79

     

   

Class A

 

Issued

   

610

     

30

   

Reinvested

   

2

     

3

   

Redeemed

   

(593

)

   

(94

)

 

Total Class A

   

19

     

(61

)

 

Change in Shares

   

(3,465

)

   

(1,818

)

 

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


20


This page is intentionally left blank.


21


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA California Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

11.17

     

0.27

(e)

   

0.32

     

0.59

     

(0.27

)

   

(0.27

)

 
Year Ended
March 31, 2020
 

$

11.07

     

0.30

(e)

   

0.10

     

0.40

     

(0.30

)

   

(0.30

)

 
Year Ended
March 31, 2019
 

$

10.92

     

0.34

     

0.15

     

0.49

     

(0.34

)

   

(0.34

)

 
Year Ended
March 31, 2018
 

$

10.92

     

0.37

     

(f)

   

0.37

     

(0.37

)

   

(0.37

)

 
Year Ended
March 31, 2017
 

$

11.29

     

0.37

     

(0.37

)

   

(f)

   

(0.37

)

   

(0.37

)

 

Institutional Shares

 
June 29, 2020 (g)
through
March 31, 2021
 

$

11.35

     

0.21

(e)

   

0.13

     

0.34

     

(0.21

)

   

(0.21

)

 

Class A

 
Year Ended
March 31, 2021
 

$

11.16

     

0.25

(e)

   

0.31

     

0.56

     

(0.25

)

   

(0.25

)

 
Year Ended
March 31, 2020
 

$

11.06

     

0.27

(e)

   

0.10

     

0.37

     

(0.27

)

   

(0.27

)

 
Year Ended
March 31, 2019
 

$

10.91

     

0.32

     

0.15

     

0.47

     

(0.32

)

   

(0.32

)

 
Year Ended
March 31, 2018
 

$

10.91

     

0.34

     

(f)

   

0.34

     

(0.34

)

   

(0.34

)

 
Year Ended
March 31, 2017
 

$

11.28

     

0.35

     

(0.37

)

   

(0.02

)

   

(0.35

)

   

(0.35

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

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

(g)  Commencement of operations.

See notes to financial statements.


22


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Redemption
fees added to
beneficial
interests
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)(c)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA California Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
   

   

$

11.49

     

5.36

%

   

0.56

%

   

2.40

%

   

0.56

%

 

$

655,948

     

32

%

 
Year Ended
March 31, 2020
   

   

$

11.17

     

3.62

%

   

0.53

%

   

2.66

%

   

0.53

%

 

$

677,785

     

33

%

 
Year Ended
March 31, 2019
   

   

$

11.07

     

4.61

%

   

0.52

%

   

3.15

%

   

0.52

%

 

$

691,391

     

18

%

 
Year Ended
March 31, 2018
   

   

$

10.92

     

3.37

%

   

0.51

%

   

3.32

%

   

0.51

%

 

$

674,498

     

6

%

 
Year Ended
March 31, 2017
   

   

$

10.92

     

0.01

%

   

0.51

%

   

3.34

%

   

0.51

%

 

$

669,435

     

26

%

 

Institutional Shares

 
June 29, 2020 (g)
through
March 31, 2021
   

   

$

11.48

     

3.01

%

   

0.50

%

   

2.44

%

   

0.94

%

 

$

911

     

32

%

 

Class A

 
Year Ended
March 31, 2021
   

   

$

11.47

     

5.01

%

   

0.81

%

   

2.15

%

   

0.88

%

 

$

6,783

     

32

%

 
Year Ended
March 31, 2020
   

   

$

11.16

     

3.36

%

   

0.78

%

   

2.41

%

   

0.78

%

 

$

6,381

     

33

%

 
Year Ended
March 31, 2019
   

   

$

11.06

     

4.37

%

   

0.76

%

   

2.92

%

   

0.76

%

 

$

7,005

     

18

%

 
Year Ended
March 31, 2018
   

   

$

10.91

     

3.12

%

   

0.75

%

   

3.08

%

   

0.75

%

 

$

6,985

     

6

%

 
Year Ended
March 31, 2017
   

(f)

 

$

10.91

     

(0.24

)%

   

0.75

%

   

3.09

%

   

0.75

%

 

$

7,083

     

26

%

 

See notes to financial statements.


23


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA California Bond Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Fund's Institutional Shares commenced operations and the Adviser Shares were redesignated Class A shares and became subject to a front-end sales charge.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Municipal Bonds

 

$

   

$

657,819

   

$

   

$

657,819

   

Total

 

$

   

$

657,819

   

$

   

$

657,819

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

22,125

   

$

38,825

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

210,886

   

$

242,764

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021.


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper California Municipal Debt Funds Index. The Lipper California Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper California Municipal Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

    Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
       

+/- 20 to 50

 

+/- 4

 
       

+/- 51 to 100

 

+/- 5

 
       

+/- 101 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper California Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to March 31, 2021, performance adjustments were $215, less than $1 and $1, in thousands, for Fund Shares, Institutional Shares and Class A, respectively.


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Performance adjustments were 0.03%, 0.01%, and 0.02% for Fund Shares, Institutional Shares, and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets, of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.54%, 0.50%, and 0.80% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

   

Expires March 31, 2024

 
       

$

7

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the year ended March 31, 2021.

7. Federal Income Tax Information:

The Fund intends to declare daily and distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

Year Ended March 31, 2021  

Year Ended March 31, 2020

 
Distributions
Paid from
 
  Distributions
Paid from
 
 
Tax-Exempt
Income
  Total
Distributions
Paid
  Tax-Exempt
Income
  Total
Distributions
Paid
 
$

16,067

   

$

16,067

   

$

19,013

   

$

19,013

   


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)
  Total
Accumulated
Earnings
(Loss)
 
$

1,325

   

$

(1,363

)

 

$

(38

)

 

$

(4,432

)

 

$

46,156

   

$

41,686

   

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

530

   

$

3,902

   

$

4,432

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

611,663

   

$

46,805

   

$

(649

)

 

$

46,156

   


33


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA California Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA California Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


34


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March 31, 2021
 

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Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


37


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021) Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


40


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March 31, 2021
 

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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,016.30

   

$

1,022.09

   

$

2.87

   

$

2.87

     

0.57

%

 

Institutional Shares

   

1,000.00

     

1,015.70

     

1,022.44

     

2.51

     

2.52

     

0.50

%

 

Class A

   

1,000.00

     

1,014.20

     

1,020.89

     

4.07

     

4.08

     

0.81

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


41


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March 31, 2021
 

  (Unaudited)

For the period October 1, 2020 to March 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 0.57%, and 0.81% for the Fund Shares, and Class A, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six months ended March 31, 2021.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,016.30

   

$

1,022.24

   

$

2.71

   

$

2.72

     

0.54

%

 

Class A

   

1,000.00

     

1,014.20

     

1,020.94

     

4.02

     

4.03

     

0.80

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


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USAA Mutual Funds Trust

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March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Tax Exempt
Distributions
 
       

$

16,067

   


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March 31, 2021
 

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Considerations of the Board in Continuing the Investment Advisory Agreement

USAA California Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


44


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was equal to the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were equal to the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, and ten-year periods ended September 30, 2020, and was below the average of its performance universe and its Lipper index for the five-year period ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


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March 31, 2021
 

  (Unaudited)

to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


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March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


47


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40860-05201


MARCH 31, 2021

Annual Report

USAA New York Bond Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

7

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

8

   

Schedule of Portfolio Investments

   

10

   

Financial Statements

 

Statement of Assets and Liabilities

    16    

Statement of Operations

    17    

Statements of Changes in Net Assets

    18    

Financial Highlights

    20    

Notes to Financial Statements

   

22

   
Report of Independent
Registered Public Accounting Firm
   

32

   

Supplemental Information (Unaudited)

   

33

   

Trustees' and Officers' Information

    33    

Proxy Voting and Portfolio Holdings Information

    39    

Expense Example

    39    

Additional Federal Income Tax Information

    40    

Advisory Contract Agreement

    41    

Liquidity Risk Management Program

    44    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA New York Bond Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA New York Bond Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended March 31, 2021, the Fund Shares and Class A had a total return of 5.61% and 5.38%, respectively, versus an average return of 6.06% for the funds in the Lipper New York Municipal Debt Funds category. This compares to returns of 6.31% for the Lipper New York Municipal Debt Funds Index and 5.51% for the Bloomberg Barclays Municipal Bond Index. The Institutional Shares

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA New York Bond Fund (continued)

Manager's Commentary (continued)

commenced operations on June 29, 2020, and from that time through March 31, 2021, had a total return of 3.55%.

•  What are the conditions in the state of New York?

New York State continues to struggle with challenges related to the COVID-19 pandemic. Nevertheless, GDP growth has improved while lagging the nation as a whole. Employment numbers are also trending higher but remain well below the pre-pandemic level. Importantly, the State's economic base is diverse and substantial including New York City, a center for world commerce and culture. Distribution of vaccines for COVID-19 are expected to aid the State's ability to reopen its economy in a more expeditious manner.

Financial management for the State has traditionally been sound with multi-year budgeting and quarterly plan updates. Although the pandemic has disrupted revenue sources and pressured expenditures, appropriate actions are expected to produce ongoing balanced operations. Sizable financial reserves provide additional strength. The Legislature recently approved a budget which is intended to maintain a satisfactory fiscal condition through the utilization of reserves, additional federal aid, the implementation of spending controls, and tax increases. It must be mentioned that vital public agencies, such as the Metropolitan Transportation Authority, may require a degree of State assistance to address pandemic related financial stress. The State continues to have an above average debt burden while pension obligations are well funded.

Ratings as of March 31, 2021, remain strong at Aa2 (stable outlook), by Moody's, AA+ (negative outlook) by Standard & Poor's, and a AA+ (negative outlook) by Fitch. Depending on the duration of the pandemic and the speed of the State's economic recovery, modest downward ratings pressure may continue, but overall credit quality will likely remain sound.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of credit analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified


5


USAA Mutual Funds Trust

USAA New York Bond Fund (continued)

Manager's Commentary (continued)

by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


6


USAA Mutual Funds Trust

USAA New York Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

 

Institutional Shares

 

Class A

 

 

 

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

                         

 
Net Asset Value
 
Net Asset Value
 
Net Asset Value
  Maximum
Offering
Price
  Bloomberg
Barclays
Municipal
Bond Index1
  Lipper
New York
Municipal
Debt Funds
Index2
 

One Year

   

5.61

%

   

NA

     

5.38

%

   

3.02

%

   

5.51

%

   

6.31

%

 

Five Year

   

3.02

%

   

NA

     

2.77

%

   

2.31

%

   

3.49

%

   

3.57

%

 

Ten Year

   

4.50

%

   

NA

     

4.25

%

   

4.01

%

   

4.54

%

   

4.55

%

 

Since Inception

   

NA

     

3.55

%

   

NA

     

NA

     

NA

     

NA

   

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

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

USAA New York Bond Fund — Growth of $10,000

1 The unmanaged, broad-based Bloomberg Barclays Municipal Bond Index tracks total return performance for the long-term, investment-grade, tax-exempt bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2 The unmanaged Lipper New York Municipal Debt Funds Index measures the Fund's performance to that of the Lipper New York Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


7


USAA Mutual Funds Trust
USAA New York Bond Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide New York investors with a high level of current interest income that is exempt from federal income tax and New York State and New York City personal income taxes.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Education

   

24.0

%

 

Special Assessment/Tax/Fee

   

19.7

%

 

Hospital

   

14.2

%

 

General Obligation

   

7.5

%

 

Escrowed Bonds

   

7.5

%

 

Multifamily Housing

   

3.9

%

 

Buildings

   

3.8

%

 

Nursing/CCRC

   

3.4

%

 

Electric/Gas Utility

   

3.0

%

 

Appropriated Debt

   

2.2

%

 

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


8


USAA Mutual Funds Trust
USAA New York Bond Fund
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


9


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description   Principal
Amount or Units
 

Value

 

Other Equity Interests (0.2%)

 

Utilities (0.2%):

 

CMS Liquidating Trust (a) (b) (c)

   

200

   

$

442

   

Total Other Equity Interests (Cost $499)

   

442

   

Municipal Bonds (99.4%)

 

New York (94.5%):

 
Albany Capital Resource Corp. Revenue,
5.00%, 6/1/49, Continuously Callable @100
 

$

1,500

     

1,581

   
Albany County Airport Authority Revenue, Series A, 5.00%, 12/15/48,
Continuously Callable @100
   

1,000

     

1,159

   
Brookhaven Local Development Corp. Revenue
5.25%, 11/1/36, Continuously Callable @100
   

1,500

     

1,682

   

4.00%, 10/1/45, Continuously Callable @100

   

1,000

     

1,125

   

Series B, 4.00%, 11/1/55, Continuously Callable @102

   

1,000

     

1,018

   
Buffalo & Erie County Industrial Land Development Corp. Revenue
6.00%, 10/1/31, Pre-refunded 4/1/21 @ 100
   

500

     

500

   

5.00%, 6/1/35, Continuously Callable @103

   

1,000

     

1,122

   

5.00%, 7/1/40, Continuously Callable @100

   

2,000

     

2,255

   

5.00%, 8/1/52, Continuously Callable @100

   

1,000

     

1,075

   
Build NYC Resource Corp. Revenue
5.00%, 6/1/40, Continuously Callable @100
   

700

     

800

   

5.00%, 8/1/40, Continuously Callable @100

   

1,000

     

1,117

   

5.00%, 7/1/41, Continuously Callable @100

   

500

     

545

   

5.00%, 8/1/42, Pre-refunded 8/1/22 @ 100

   

1,500

     

1,596

   

4.00%, 8/1/42, Continuously Callable @100

   

1,000

     

1,102

   

5.50%, 4/1/43, Continuously Callable @100

   

1,000

     

1,073

   

5.00%, 7/1/45, Continuously Callable @100

   

2,000

     

2,262

   

5.00%, 11/1/47

   

2,000

     

3,080

   

5.00%, 6/1/48, Continuously Callable @102

   

2,000

     

2,183

   

4.00%, 7/1/49, Continuously Callable @100

   

500

     

565

   

City of Elmira, GO, 5.00%, 7/1/35, Continuously Callable @100

   

1,575

     

1,819

   
City of New York, GO
0.21%, 10/1/46, Continuously Callable @100 (d)
   

3,300

     

3,300

   

Series D-1, 4.00%, 12/1/43, Continuously Callable @100 (e)

   

4,000

     

4,498

   
City of Newburgh, GO
Series A, 5.00%, 6/15/23, Continuously Callable @100
   

825

     

870

   

Series A, 5.00%, 6/15/24, Continuously Callable @100

   

870

     

920

   
City of Poughkeepsie, GO
2.50%, 4/29/22 (f)
   

800

     

812

   

4.00%, 4/15/27 (f)

   

235

     

258

   

4.00%, 4/15/28 (f)

   

125

     

138

   

4.00%, 4/15/29 (f)

   

125

     

138

   

4.00%, 4/15/30 (f)

   

135

     

148

   

5.00%, 6/1/31, Continuously Callable @100

   

600

     

663

   
City of Yonkers, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/24, Continuously Callable @100
   

1,000

     

1,024

   

Series A, 3.00%, 7/1/25, Continuously Callable @100

   

665

     

704

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

County of Nassau, GO, Series A, 5.00%, 1/1/38, Continuously Callable @100

 

$

1,000

   

$

1,162

   
County of Nassau, GO (INS — Assured Guaranty Municipal Corp.), Series C,
5.00%, 4/1/38, Continuously Callable @100
   

1,000

     

1,084

   

County of Rockland, GO, Series B, 5.00%, 12/15/21

   

600

     

620

   
Dutchess County Local Development Corp. Revenue
5.00%, 7/1/46, Continuously Callable @100
   

600

     

654

   

Series A, 5.00%, 7/1/44, Pre-refunded 7/1/24 @ 100

   

1,000

     

1,151

   

Series A, 5.00%, 7/1/45, Continuously Callable @100

   

2,000

     

2,281

   

Series B, 4.00%, 7/1/41, Continuously Callable @100

   

2,000

     

2,158

   

Series B, 4.00%, 7/1/49, Continuously Callable @100

   

1,750

     

1,960

   
Erie County Industrial Development Agency Revenue, Series A, 5.25%, 5/1/32,
Continuously Callable @100
   

250

     

251

   
Hempstead Town Local Development Corp. Revenue
5.00%, 7/1/47, Continuously Callable @100
   

600

     

706

   

5.00%, 7/1/48, Continuously Callable @100

   

300

     

337

   
Hudson Yards Infrastructure Corp. Revenue, Series A, 4.00%, 2/15/44,
Continuously Callable @100
   

2,000

     

2,218

   
Jefferson County Civic Facility Development Corp. Revenue, 4.00%, 11/1/47,
Continuously Callable @100
   

1,000

     

1,052

   
Long Island Power Authority Revenue
Series A, 5.00%, 5/1/38, Pre-refunded 5/1/21 @ 100
   

2,000

     

2,007

   

Series A, 5.00%, 9/1/44, Continuously Callable @100

   

2,000

     

2,277

   

Series B, 5.00%, 9/1/41, Continuously Callable @100

   

1,000

     

1,192

   
Metropolitan Transportation Authority Revenue
0.55% (MUNIPSA+50bps), 11/15/42, (Put Date 3/1/22) (g) (h)
   

1,000

     

996

   

Series A, 5.25%, 11/15/38, Pre-refunded 11/15/21 @ 100

   

1,500

     

1,547

   

Series A-1, 5.25%, 11/15/56, Continuously Callable @100

   

1,000

     

1,150

   

Series B, 4.00%, 11/15/50, Continuously Callable @100

   

1,000

     

1,093

   

Series D-1, 5.00%, 11/15/34, Continuously Callable @100

   

3,000

     

3,491

   

Series D-2, 0.50% (MUNIPSA+45bps), 11/15/44, (Put Date 11/15/22) (g) (h)

   

2,000

     

1,992

   

Series D-3, 4.00%, 11/15/49, Continuously Callable @100

   

2,000

     

2,217

   
Monroe County Industrial Development Corp. Revenue
5.25%, 10/1/31, Pre-refunded 10/1/21 @ 100
   

500

     

512

   

4.00%, 7/1/43, Continuously Callable @100

   

1,000

     

1,111

   

5.00%, 12/1/46, Continuously Callable @100

   

1,000

     

1,147

   

4.00%, 12/1/46, Continuously Callable @100

   

2,000

     

2,258

   

4.00%, 10/1/47, Continuously Callable @100

   

1,000

     

1,035

   

5.00%, 6/1/59, Continuously Callable @100 (i)

   

1,000

     

1,149

   

Series A, 5.00%, 12/1/37, Continuously Callable @100

   

1,000

     

1,068

   

Series A, 5.00%, 12/1/42, Continuously Callable @100

   

2,000

     

2,131

   
Monroe County Industrial Development Corp. Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 1/15/38, Continuously Callable @100
   

500

     

546

   
Nassau County Local Economic Assistance Corp. Revenue, 5.00%, 7/1/37,
Pre-refunded 7/1/22 @ 100
   

1,000

     

1,060

   
New York City Housing Development Corp. Revenue, Series K, 4.20%, 11/1/58,
Continuously Callable @100
   

3,000

     

3,234

   
New York City Industrial Development Agency Revenue, 4.00%, 3/1/45,
Continuously Callable @100
   

1,005

     

1,130

   
New York City Industrial Development Agency Revenue (INS — Assured
Guaranty Municipal Corp.), 2.25%, 10/1/29
   

1,325

     

1,365

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
New York City Transitional Finance Authority Building Aid Revenue
Series S, 5.00%, 7/15/43, Continuously Callable @100
 

$

1,250

   

$

1,442

   

Series S, 4.00%, 7/15/45, Continuously Callable @100

   

2,000

     

2,244

   
New York City Transitional Finance Authority Future Tax Secured Revenue
4.00%, 8/1/41, Continuously Callable @100
   

1,000

     

1,136

   

4.00%, 11/1/42, Continuously Callable @100

   

2,000

     

2,280

   

Series B, 4.00%, 8/1/41, Continuously Callable @100

   

1,000

     

1,105

   

Series B-1, 4.00%, 11/1/45, Continuously Callable @100

   

2,000

     

2,264

   
New York City Trust for Cultural Resources Revenue
5.00%, 8/1/43, Pre-refunded 8/1/23 @ 100
   

1,000

     

1,111

   

4.00%, 7/1/46, Continuously Callable @100

   

1,000

     

1,038

   

Series A, 4.00%, 12/1/35, Continuously Callable @100

   

1,000

     

1,176

   
New York Convention Center Development Corp. Revenue
5.00%, 11/15/45, Continuously Callable @100
   

500

     

562

   

Series S, 11/15/37 (j)

   

1,000

     

634

   
New York Convention Center Development Corp. Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 2.97%, 11/15/48
   

2,000

     

886

   
New York Counties Tobacco Trust VI Revenue, 5.00%, 6/1/45, Continuously
Callable @100
   

500

     

532

   
New York Liberty Development Corp. Revenue
5.25%, 10/1/35
   

2,500

     

3,498

   

5.50%, 10/1/37

   

560

     

819

   

5.00%, 11/15/44, Continuously Callable @100 (i)

   

1,000

     

1,092

   

2.80%, 9/15/69, Continuously Callable @100

   

3,000

     

2,903

   
New York State Dormitory Authority Revenue
5.00%, 7/1/34, Continuously Callable @100
   

500

     

566

   

5.00%, 12/1/37, Continuously Callable @100 (i)

   

1,300

     

1,498

   

4.00%, 8/1/38, Continuously Callable @100

   

4,000

     

4,480

   

6.00%, 7/1/40, Continuously Callable @100 (c) (i)

   

3,000

     

2,987

   

5.00%, 7/1/42, Continuously Callable @100

   

250

     

259

   

5.00%, 5/1/43, Continuously Callable @100

   

1,000

     

1,142

   

5.75%, 7/1/43, Continuously Callable @100

   

1,000

     

1,075

   

3.50%, 7/1/44, Continuously Callable @100

   

1,000

     

1,065

   

4.00%, 7/1/45, Continuously Callable @100

   

2,000

     

2,210

   

5.00%, 7/1/51, Continuously Callable @100

   

725

     

817

   

Series A, 5.00%, 7/1/31, Pre-refunded 7/1/21 @ 100

   

1,000

     

1,012

   

Series A, 5.00%, 5/1/38, Continuously Callable @100

   

500

     

534

   

Series A, 5.00%, 5/1/41, Pre-refunded 5/1/21 @ 100

   

2,000

     

2,007

   

Series A, 4.00%, 7/1/41, Continuously Callable @100

   

1,000

     

1,124

   

Series A, 4.00%, 7/1/43, Continuously Callable @100

   

2,000

     

2,133

   

Series A, 5.00%, 7/1/44, Continuously Callable @100

   

1,500

     

1,634

   

Series A, 4.00%, 7/1/45, Continuously Callable @100

   

2,250

     

2,594

   

Series A, 4.00%, 3/15/47, Continuously Callable @100

   

4,000

     

4,595

   

Series A, 4.00%, 3/15/48, Continuously Callable @100

   

3,000

     

3,290

   

Series A, 5.00%, 7/1/48, Continuously Callable @100

   

1,000

     

1,208

   

Series A, 4.00%, 3/15/49, Continuously Callable @100

   

1,500

     

1,674

   

Series A, 4.00%, 7/1/49, Continuously Callable @100

   

1,000

     

1,136

   

Series A, 4.00%, 9/1/50, Continuously Callable @100

   

500

     

557

   

Series A, 4.00%, 7/1/53, Continuously Callable @100

   

500

     

567

   

Series A-1, 4.00%, 7/1/45, Continuously Callable @100

   

3,000

     

3,274

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Series C, 4.00%, 7/1/47, Continuously Callable @100

 

$

1,000

   

$

1,107

   

Series D, 5.00%, 5/1/39, Continuously Callable @100

   

500

     

523

   
New York State Dormitory Authority Revenue (INS — AMBAC Assurance Corp.),
Series A, 5.50%, 5/15/30 (e)
   

3,275

     

4,444

   
New York State Dormitory Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.63%, 11/1/32, Pre-refunded 5/1/21 @ 100
   

500

     

502

   
New York State Dormitory Authority Revenue (INS-AMBAC Assurance Corp.),
Series 1, 5.50%, 7/1/40
   

2,000

     

2,926

   
New York State Dormitory Authority Revenue (NBGA — State of New York
Mortgage Agency), 5.00%, 6/1/33, Continuously Callable @100
   

2,320

     

2,329

   
New York State Environmental Facilities Corp. Revenue, 4.00%, 8/15/46,
Continuously Callable @100
   

1,000

     

1,110

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-DBE-8073, 0.58%, 8/1/50, Continuously Callable @100 (d) (i)
   

1,000

     

1,000

   
New York State Thruway Authority Revenue
Series A, 4.00%, 1/1/56, Continuously Callable @100
   

1,000

     

1,069

   

Series B, 4.00%, 1/1/53, Continuously Callable @100

   

1,000

     

1,124

   
New York State Urban Development Corp. Revenue, 5.00%, 3/15/42, Continuously
Callable @100
   

3,000

     

3,650

   
Niagara Tobacco Asset Securitization Corp. Revenue, 5.25%, 5/15/40, Continuously
Callable @100
   

750

     

812

   
Oneida County Local Development Corp. Revenue, 4.00%, 7/1/39, Continuously
Callable @100
   

750

     

789

   
Onondaga Civic Development Corp. Revenue
4.00%, 7/1/40, Continuously Callable @100
   

300

     

331

   

5.00%, 10/1/40, Continuously Callable @100

   

1,000

     

1,003

   

5.00%, 7/1/42, Continuously Callable @100

   

1,000

     

1,044

   

5.00%, 1/1/43, Continuously Callable @100

   

740

     

845

   
Onondaga County Trust for Cultural Resources Revenue
5.00%, 12/1/36, Pre-refunded 12/1/21 @ 100
   

1,000

     

1,032

   

5.00%, 5/1/40, Continuously Callable @100

   

800

     

874

   
Southold Local Development Corp. Revenue, 5.00%, 12/1/45, Continuously
Callable @100
   

1,000

     

1,047

   
St. Lawrence County Industrial Development Agency Revenue
4.00%, 7/1/43, Continuously Callable @100
   

500

     

548

   

5.00%, 9/1/47, Continuously Callable @100

   

1,770

     

1,957

   
State of New York Mortgage Agency Revenue, Series 211, 3.80%, 10/1/48,
Continuously Callable @100
   

1,955

     

2,122

   
Suffolk County Economic Development Corp. Revenue
5.00%, 7/1/28, Pre-refunded 7/1/21 @ 100
   

220

     

223

   

5.00%, 7/1/28, Continuously Callable @100

   

1,280

     

1,294

   

Series C, 5.00%, 7/1/33, Continuously Callable @100

   

250

     

282

   
Suffolk Tobacco Asset Securitization Corp. Revenue, Series B, 5.00%, 6/1/32,
Continuously Callable @100
   

1,450

     

1,494

   
Tompkins County Development Corp. Revenue, 5.00%, 7/1/44, Continuously
Callable @100
   

1,375

     

1,483

   

Triborough Bridge & Tunnel Authority Revenue, Series B, 11/15/32 (j)

   

1,000

     

807

   

TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @100

   

1,000

     

1,158

   
Westchester County Healthcare Corp. Revenue, Series B, 6.00%, 11/1/30,
Continuously Callable @100
   

130

     

131

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Westchester County Local Development Corp. Revenue
5.00%, 1/1/34, Continuously Callable @100
 

$

1,500

   

$

1,571

   

5.00%, 7/1/42, Continuously Callable @104

   

450

     

502

   

5.00%, 11/1/46, Continuously Callable @100

   

1,000

     

1,125

   

5.00%, 6/1/47, Continuously Callable @100

   

1,000

     

1,070

   
Westchester Tobacco Asset Securitization Revenue, Series B, 5.00%, 6/1/41,
Continuously Callable @100
   

500

     

593

   
     

204,555

   

Guam (4.2%):

 
Antonio B. Won Pat International Airport Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 5.75%, 10/1/43, Continuously
Callable @100
   

1,000

     

1,112

   
Guam Government Waterworks Authority Revenue
5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100
   

1,000

     

1,113

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,121

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

500

     

554

   
Guam Power Authority Revenue, Series A, 5.00%, 10/1/37, Continuously
Callable @100
   

1,165

     

1,346

   
Guam Power Authority Revenue (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/30, Continuously Callable @100
   

1,000

     

1,059

   

Series A, 5.00%, 10/1/39, Continuously Callable @100

   

500

     

559

   
Territory of Guam Revenue
Series A, 5.00%, 12/1/46, Continuously Callable @100
   

500

     

559

   

Series B, 5.00%, 1/1/37, Continuously Callable @100

   

500

     

510

   

Series D, 5.00%, 11/15/39, Continuously Callable @100

   

1,000

     

1,109

   
     

9,042

   

Puerto Rico (0.7%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental Control
Facilities Financing Authority Revenue, 5.13%, 4/1/32, Continuously
Callable @100
   

1,390

     

1,408

   

Total Municipal Bonds (Cost $201,634)

   

215,005

   

Total Investments (Cost $202,133) — 99.6%

   

215,447

   

Other assets in excess of liabilities — 0.4%

   

971

   

NET ASSETS — 100.00%

 

$

216,418

   

(a)  Non-income producing security.

(b)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of the Fund's net assets as of March 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(c)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, illiquid securities were 1.6% of the Fund's net assets.

(d)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA New York Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(e)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

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

(g)  Put Bond.

(h)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2021.

(i)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $7,726 (thousands) and amounted to 3.6% of net assets.

(j)  Zero-coupon bond.

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

MUNIPSA — Municipal Swap Index

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from one of the name listed.

See notes to financial statements.


15


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA New York
Bond Fund
 

Assets:

 

Investments, at value (Cost $202,133)

 

$

215,447

   

Cash

   

224

   

Receivables:

 

Interest

   

2,474

   

Capital shares issued

   

80

   

From Adviser

   

1

   

Prepaid expenses and other assets

   

5

   

Total assets

   

218,231

   

Liabilities:

 

Payables:

 

Distributions

   

94

   

Investments purchased

   

1,490

   

Capital shares redeemed

   

82

   

Accrued expenses and other payables:

 

Investment advisory fees

   

60

   

Administration fees

   

27

   

Custodian fees

   

1

   

Transfer agent fees

   

9

   

Compliance fees

   

(a)

 

Trustees' fees

   

(a)

 
12b-1 fees    

1

   

Other accrued expenses

   

49

   

Total liabilities

   

1,813

   

Net Assets:

 

Capital

   

206,626

   

Total accumulated earnings/(loss)

   

9,792

   

Net assets

 

$

216,418

   

Net Assets

 

Fund Shares

 

$

207,085

   

Institutional Shares

   

2,958

   

Class A

   

6,375

   

Total

 

$

216,418

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

17,103

   

Institutional Shares

   

244

   

Class A

   

528

   

Total

   

17,875

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

12.11

   

Institutional Shares

 

$

12.10

   

Class A

 

$

12.08

   

Maximum Sales Charge — Class A

   

2.25

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

12.36

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


16


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA New York
Bond Fund
 

Investment Income:

 

Interest

 

$

7,665

   

Total income

   

7,665

   

Expenses:

 

Investment advisory fees

   

831

   

Administration fees — Fund Shares

   

313

   

Administration fees — Institutional Shares (a)

   

2

   

Administration fees — Class A

   

10

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

16

   

Custodian fees

   

4

   

Transfer agent fees — Fund Shares

   

55

   

Transfer agent fees — Institutional Shares (a)

   

2

   

Transfer agent fees — Class A

   

5

   

Trustees' fees

   

51

   

Compliance fees

   

1

   

Legal and audit fees

   

79

   

State registration and filing fees

   

4

   

Other expenses

   

51

   

Total expenses

   

1,444

   

Expenses waived/reimbursed by Adviser

   

(7

)

 

Net expenses

   

1,437

   

Net Investment Income (Loss)

   

6,228

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(460

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

5,952

   

Net realized/unrealized gains (losses) on investments

   

5,492

   

Change in net assets resulting from operations

 

$

11,720

   

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


17


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)

    USAA New York
Bond Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

6,228

   

$

7,298

   

Net realized gains (losses) from investments

   

(460

)

   

274

   
Net change in unrealized appreciation/depreciation
on investments
   

5,952

     

(1,752

)

 

Change in net assets resulting from operations

   

11,720

     

5,820

   

Distributions to Shareholders:

 

Fund Shares

   

(5,993

)

   

(7,103

)

 

Institutional Shares (a)

   

(55

)

   

   

Class A

   

(172

)

   

(195

)

 

Change in net assets resulting from distributions to shareholders

   

(6,220

)

   

(7,298

)

 

Change in net assets resulting from capital transactions

   

(13,646

)

   

(7,226

)

 

Change in net assets

   

(8,146

)

   

(8,704

)

 

Net Assets:

 

Beginning of period

   

224,564

     

233,268

   

End of period

 

$

216,418

   

$

224,564

   

(a) Institutional Shares commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.


18


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA New York
Bond Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

20,168

   

$

24,913

   

Distributions reinvested

   

4,938

     

5,877

   

Cost of shares redeemed

   

(41,447

)

   

(38,234

)

 

Total Fund Shares

 

$

(16,341

)

 

$

(7,444

)

 

Institutional Shares (a)

 

Proceeds from shares issued

 

$

3,777

   

$

   

Distributions reinvested

   

55

     

   

Cost of shares redeemed

   

(874

)

   

   

Total Institutional Shares

 

$

2,958

   

$

   

Class A

 

Proceeds from shares issued

 

$

6,686

   

$

301

   

Distributions reinvested

   

46

     

34

   

Cost of shares redeemed

   

(6,995

)

   

(117

)

 

Total Class A

 

$

(263

)

 

$

218

   

Change in net assets resulting from capital transactions

 

$

(13,646

)

 

$

(7,226

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

1,681

     

2,067

   

Reinvested

   

412

     

486

   

Redeemed

   

(3,474

)

   

(3,186

)

 

Total Fund Shares

   

(1,381

)

   

(633

)

 

Institutional Shares (a)

 

Issued

   

312

     

   

Reinvested

   

5

     

   

Redeemed

   

(73

)

   

   

Total Institutional Shares

   

244

     

   

Class A

 

Issued

   

561

     

25

   

Reinvested

   

4

     

3

   

Redeemed

   

(587

)

   

(10

)

 

Total Class A

   

(22

)

   

18

   

Change in Shares

   

(1,159

)

   

(615

)

 

(a) Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


19


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income (Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA New York Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

11.80

     

0.34

(e)

   

0.31

     

0.65

     

(0.34

)

   

(0.34

)

 
Year Ended
March 31, 2020
 

$

11.87

     

0.38

(e)

   

(0.07

)

   

0.31

     

(0.38

)

   

(0.38

)

 
Year Ended
March 31, 2019
 

$

11.76

     

0.40

     

0.11

     

0.51

     

(0.40

)

   

(0.40

)

 
Year Ended
March 31, 2018
 

$

11.88

     

0.41

     

(0.12

)

   

0.29

     

(0.41

)

   

(0.41

)

 
Year Ended
March 31, 2017
 

$

12.28

     

0.42

     

(0.41

)

   

0.01

     

(0.41

)

   

(0.41

)

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
 

$

11.94

     

0.26

(e)

   

0.16

     

0.42

     

(0.26

)

   

(0.26

)

 

Class A

 
Year Ended
March 31, 2021
 

$

11.77

     

0.32

(e)

   

0.31

     

0.63

     

(0.32

)

   

(0.32

)

 
Year Ended
March 31, 2020
 

$

11.84

     

0.35

(e)

   

(0.07

)

   

0.28

     

(0.35

)

   

(0.35

)

 
Year Ended
March 31, 2019
 

$

11.73

     

0.37

     

0.11

     

0.48

     

(0.37

)

   

(0.37

)

 
Year Ended
March 31, 2018
 

$

11.85

     

0.38

     

(0.12

)

   

0.26

     

(0.38

)

   

(0.38

)

 
Year Ended
March 31, 2017
 

$

12.25

     

0.39

     

(0.40

)

   

(0.01

)

   

(0.39

)

   

(0.39

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

(f)  Commencement of operations.

See notes to financial statements.


20


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)(c)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA New York Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

12.11

     

5.61

%

   

0.66

%

   

2.87

%

   

0.66

%

 

$

207,085

     

19

%

 
Year Ended
March 31, 2020
 

$

11.80

     

2.60

%

   

0.61

%

   

3.17

%

   

0.61

%

 

$

218,096

     

18

%

 
Year Ended
March 31, 2019
 

$

11.87

     

4.41

%

   

0.60

%

   

3.39

%

   

0.60

%

 

$

226,973

     

15

%

 
Year Ended
March 31, 2018
 

$

11.76

     

2.45

%

   

0.59

%

   

3.43

%

   

0.59

%

 

$

216,090

     

6

%

 
Year Ended
March 31, 2017
 

$

11.88

     

0.10

%

   

0.61

%

   

3.41

%

   

0.61

%

 

$

208,513

     

10

%

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
 

$

12.10

     

3.55

%

   

0.61

%

   

2.86

%

   

0.77

%

 

$

2,958

     

19

%

 

Class A

 
Year Ended
March 31, 2021
 

$

12.08

     

5.38

%

   

0.89

%

   

2.65

%

   

0.96

%

 

$

6,375

     

19

%

 
Year Ended
March 31, 2020
 

$

11.77

     

2.36

%

   

0.85

%

   

2.93

%

   

0.85

%

 

$

6,468

     

18

%

 
Year Ended
March 31, 2019
 

$

11.84

     

4.16

%

   

0.85

%

   

3.15

%

   

0.85

%

 

$

6,295

     

15

%

 
Year Ended
March 31, 2018
 

$

11.73

     

2.19

%

   

0.84

%

   

3.18

%

   

0.84

%

 

$

5,971

     

6

%

 
Year Ended
March 31, 2017
 

$

11.85

     

(0.13

)%

   

0.83

%

   

3.19

%

   

0.83

%

 

$

6,302

     

10

%

 

See notes to financial statements.


21


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA New York Bond Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Fund's Institutional Shares commenced operations and the Adviser Shares were redesignated Class A shares and became subject to a front-end sales charge.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Other Equity Interests

 

$

   

$

   

$

442

   

$

442

   

Municipal Bonds

   

     

215,005

     

     

215,005

   

Total

 

$

   

$

215,005

   

$

442

   

$

215,447

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

3,600

   

$

1,300

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

Purchases

 

Sales

 

$

39,431

   

$

51,213

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019 and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper New York Municipal Debt Funds Index. The Lipper New York Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper New York Municipal Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:


  Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
       

+/- 20 to 50

 

+/- 4

 
       

+/- 51 to 100

 

+/- 5

 
       

+/- 101 and greater

 

+/- 6

 

(a)  Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper New York Municipal Debt Funds Bond Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to March 31, 2021, performance adjustments were $31, less than $1 and less than $(1), in thousands, for Fund Shares, Institutional Shares and Class A, respectively.


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Performance adjustments were 0.01%, less than 0.01%, and less than (0.01)% for Fund Shares, Institutional Shares, and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets, of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.65%, 0.61%, and 0.90% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2024
 
$

7

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise,


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make,


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the year ended March 31, 2021.

7. Federal Income Tax Information:

The Fund intends to declare daily and distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 
   

Distributions Paid from

     

Distributions Paid from

     


 
Ordinary
Income
 
Tax-Exempt
Income
  Total
Distributions
Paid
 
Ordinary
Income
 
Tax-Exempt
Income
  Total
Distributions
Paid
 
       

$

1

   

$

6,219

   

$

6,220

   

$

4

   

$

7,294

   

$

7,298

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

581

   

$

(505

)

 

$

76

   

$

(3,530

)

 

$

13,246

   

$

9,792

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to investment in partnerships.


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

1,220

   

$

2,310

   

$

3,530

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

202,201

   

$

13,624

   

$

(378

)

 

$

13,246

   


31


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA New York Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA New York Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


32


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce (c),
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


33


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


34


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


35


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


36


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021) Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021) Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


37


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


38


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,025.90

   

$

1,021.69

   

$

3.28

   

$

3.28

     

0.65

%

 

Institutional Shares

   

1,000.00

     

1,026.20

     

1,021.89

     

3.08

     

3.07

     

0.61

%

 

Class A

   

1,000.00

     

1,024.90

     

1,020.59

     

4.39

     

4.38

     

0.87

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


39


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Tax-Exempt
Distributions
 
       

$

6,219

   


40


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA New York Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


41


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was above the median of its expense group and below the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three-, and ten-year periods ended September 30, 2020, and was below the average of its performance universe for the five-year period ended September 30, 2020, and was above its Lipper index for the one- and ten-year periods ended September 30, 2020, and was below its Lipper index for the three- and five-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


42


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


43


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


44


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40864-0521


MARCH 31, 2021

Annual Report

USAA Virginia Bond Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

7

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

8

   

Schedule of Portfolio Investments

   

10

   

Financial Statements

 

Statement of Assets and Liabilities

    17    

Statement of Operations

    18    

Statements of Changes in Net Assets

    19    

Financial Highlights

    22    

Notes to Financial Statements

   

24

   
Report of Independent
Registered Public Accounting Firm
   

34

   

Supplemental Information (Unaudited)

   

35

   

Trustees' and Officers' Information

    35    

Proxy Voting and Portfolio Holdings Information

    41    

Expense Example

    41    

Additional Federal Income Tax Information

   

42

 

Advisory Contract Agreement

    43    

Liquidity Risk Management Program

    46    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Virginia Bond Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA Virginia Bond Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares, and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended March 31, 2021, the Fund Shares and Class A had a total return of 5.53%, and 5.26% respectively, versus an average return of 5.01% for the funds in the Lipper Virginia Municipal Debt Funds category. This compares to returns of 5.17% for the Lipper Virginia Municipal Debt Funds Index and

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA Virginia Bond Fund (continued)

Manager's Commentary (continued)

5.51% for the Bloomberg Barclays Municipal Bond Index. The Institutional Shares commenced operations on June 29, 2020, and from that time through March 31, 2021, had a total return of 3.04%.

•  What are the conditions in the Commonwealth of Virginia?

The Commonwealth of Virginia was significantly impacted by the COVID-19 pandemic, along with the rest of the country. However comparatively, Virginia fared better than most in terms of ultimate economic and fiscal impact, and the recovery has been relatively stable. Unemployment spiked to 11.3% in April 2020 but has slowly returned to lower levels, dropping down to 5.2% as of February 2021. Virginia continues to benefit from significant military and government sector employment throughout the Commonwealth.

Over the course of the year, Virginia legislators worked in special sessions to attempt to close the budget gap through expenditure cuts and freezes where possible. These efforts, coupled with better-than-anticipated income tax and sales tax revenues have helped preserve Virginia's exceptional liquidity and overall budgetary strength. According to Commonwealth officials, as of February 28, 2021, Virginia had approximately $7.3 billion in available cash and investments (equal to over 30% of the year's budget). The Commonwealth also received $3.3 billion in CARES Act funding to help offset pandemic related costs, and is expected to receive an additional $3.8 billion in direct federal aid as part of the American Rescue Plan Act.

While we will continue to monitor the ongoing impact from the current pandemic as well as the overall performance of the state, we continue to view the underlying credit quality of Virginia as exceptionally strong. At the end of the reporting period, Virginia remains rated AAA by all three credit-rating agencies.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified


5


USAA Mutual Funds Trust

USAA Virginia Bond Fund (continued)

Manager's Commentary (continued)

by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


6


USAA Mutual Funds Trust

USAA Virginia Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

 

Institutional Shares

 

Class A

     

 

INCEPTION DATE

 

10/10/90

 

6/29/20

 

8/1/10

         

 

  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Barclays
Municipal
Bond Index1
  Lipper
Virginia
Municipal
Debt
Funds Index2
 

One Year

   

5.53

%

   

NA

     

5.26

%

   

2.88

%

   

5.51

%

   

5.17

%

 

Five Year

   

3.03

%

   

NA

     

2.78

%

   

2.33

%

   

3.49

%

   

2.71

%

 

Ten Year

   

4.45

%

   

NA

     

4.22

%

   

3.98

%

   

4.54

%

   

3.89

%

 

Since Inception

   

NA

     

3.04

%

   

NA

     

NA

     

NA

     

NA

   

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

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

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

USAA Virginia Bond Fund — Growth of $10,000

1The unmanaged, broad-based Bloomberg Barclays Municipal Bond Index tracks total return performance for the long-term, investment-grade, tax-exempt bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Lipper Virginia Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Virginia Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


7


USAA Mutual Funds Trust
USAA Virginia Bond Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide Virginia investors with a high level of current interest income that is exempt from federal and Virginia state income taxes.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Hospital

   

18.4

%

 

Education

   

16.0

%

 

Appropriated Debt

   

10.3

%

 

Nursing/CCRC

   

9.5

%

 

Escrowed Bonds

   

7.5

%

 

Toll Road

   

5.2

%

 

Special Assessment/Tax/Fee

   

4.7

%

 

Health Miscellaneous

   

4.1

%

 

Water/Sewer Utility

   

3.8

%

 

General Obligation

   

3.7

%

 

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


8


USAA Mutual Funds Trust
USAA Virginia Bond Fund (continued)
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


9


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (99.1%)

 

Virginia (90.0%):

 

Amherst IDA Revenue

 

5.00%, 9/1/26, Continuously Callable @100

 

$

1,575

   

$

1,575

   

4.75%, 9/1/30, Continuously Callable @100

   

2,000

     

1,918

   
Arlington County IDA Revenue
5.00%, 2/15/43, Continuously Callable @100
   

1,775

     

2,164

   

4.00%, 7/1/45, Continuously Callable @100

   

1,585

     

1,826

   

Campbell County IDA Revenue, 4.00%, 6/1/44, Continuously Callable @100

   

4,600

     

5,303

   
Capital Region Airport Commission Revenue
Series A, 4.00%, 7/1/36, Continuously Callable @100
   

700

     

762

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

750

     

811

   
Charles City County Economic Development Authority Revenue,
Series A, 2.88%, 2/1/29, Continuously Callable @101
   

10,000

     

11,072

   
Chesapeake Bay Bridge & Tunnel District Revenue
5.50%, 7/1/25
   

5,000

     

5,792

   

5.00%, 7/1/51, Continuously Callable @100

   

9,240

     

10,532

   
Chesapeake Bay Bridge & Tunnel District Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 7/1/41, Continuously Callable @100
   

5,000

     

5,938

   
Chesapeake Hospital Authority Revenue
4.00%, 7/1/39, Continuously Callable @100
   

1,000

     

1,143

   

4.00%, 7/1/43, Continuously Callable @100

   

4,000

     

4,528

   
City of Chesapeake Expressway Toll Road Revenue
7/15/32, Continuously Callable @100 (a)
   

6,520

     

6,969

   

7/15/40, Continuously Callable @100 (g)

   

3,000

     

3,207

   

City of Lynchburg, GO, 4.00%, 6/1/44, Continuously Callable @100

   

5,000

     

5,442

   
City of Norfolk, GO
Series A, 4.00%, 9/1/37, Continuously Callable @100
   

2,040

     

2,440

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,535

     

1,825

   
City of Norfolk, GO (LIQ — Bank of America Corp.), 0.08%, 8/1/37,
Continuously Callable @100 (b)
   

3,830

     

3,830

   
City of Portsmouth, GO
5.00%, 2/1/33, Pre-refunded 2/1/23 @ 100
   

880

     

957

   

5.00%, 2/1/33, Continuously Callable @100

   

120

     

130

   
City of Richmond Public Utility Revenue
4.00%, 1/15/40, Continuously Callable @100
   

6,000

     

6,738

   

Series A, 5.00%, 1/15/38, Pre-refunded 1/15/23 @ 100

   

6,000

     

6,513

   

Series A, 4.00%, 1/15/50, Continuously Callable @100

   

1,730

     

2,012

   
City of Richmond, GO
Series D, 5.00%, 3/1/32
   

800

     

1,109

   

Series D, 5.00%, 3/1/33

   

1,000

     

1,412

   
Fairfax County Economic Development Authority Revenue
5.00%, 4/1/47, Continuously Callable @100
   

4,000

     

4,786

   

Series A, 5.00%, 10/1/29, Continuously Callable @100

   

2,000

     

2,311

   

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

2,000

     

2,309

   

Series A, 5.00%, 10/1/31, Continuously Callable @100

   

2,000

     

2,308

   

Series A, 5.00%, 10/1/32, Continuously Callable @100

   

1,500

     

1,729

   

Series A, 5.00%, 12/1/32, Continuously Callable @100

   

1,500

     

1,645

   

Series A, 5.00%, 10/1/33, Continuously Callable @100

   

2,200

     

2,535

   

Series A, 5.00%, 10/1/34, Continuously Callable @100

   

2,000

     

2,303

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 10/1/42, Continuously Callable @102

 

$

2,250

   

$

2,514

   

Series A, 4.00%, 10/1/42, Continuously Callable @102

   

2,750

     

2,924

   

Series A, 5.00%, 12/1/42, Continuously Callable @100

   

2,800

     

2,986

   

Series B, 5.00%, 10/1/35, Continuously Callable @100

   

2,620

     

3,232

   

Series B, 5.00%, 10/1/36, Continuously Callable @100

   

2,000

     

2,464

   
Fairfax County Economic Development Authority Revenue
(LIQ — Northern Trust Corp.), Series A, 0.05%, 12/1/33,
Continuously Callable @100 (b)
   

4,475

     

4,475

   
Fairfax County Economic Development Authority Revenue
(LOC — SunTrust Bank), 0.09%, 6/1/37, Continuously Callable @100 (b)
   

7,060

     

7,060

   
Fairfax County IDA Revenue
5.00%, 5/15/37, Continuously Callable @100
   

14,000

     

14,717

   

4.00%, 5/15/42, Continuously Callable @100

   

1,000

     

1,039

   

Series A, 4.00%, 5/15/44, Continuously Callable @100

   

6,900

     

7,474

   

Series S, 4.00%, 5/15/48, Continuously Callable @100

   

1,500

     

1,708

   
Front Royal & Warren County IDA Revenue,
4.00%, 1/1/50, Continuously Callable @103
   

7,000

     

7,608

   
Greater Richmond Convention Center Authority Revenue,
5.00%, 6/15/32, Continuously Callable @100
   

1,500

     

1,717

   
Hampton Roads Sanitation District Revenue,
Series A, 5.00%, 8/1/43, Pre-refunded 8/1/26 @ 100
   

4,700

     

5,781

   
Hampton Roads Transportation Accountability Commission Revenue
Series A, 4.00%, 7/1/50, Continuously Callable @100
   

5,000

     

5,819

   

Series A, 5.00%, 7/1/52, Continuously Callable @100

   

15,000

     

17,761

   
Hanover County Economic Development Authority Revenue
5.00%, 7/1/51, Continuously Callable @103
   

1,200

     

1,296

   

Series A, 4.50%, 7/1/30, Continuously Callable @100

   

2,795

     

2,846

   

Series A, 4.50%, 7/1/32, Continuously Callable @100

   

1,100

     

1,119

   

Series A, 5.00%, 7/1/42, Continuously Callable @100

   

2,000

     

2,046

   
Henrico County Economic Development Authority Revenue
5.00%, 6/1/24, Continuously Callable @100
   

1,200

     

1,241

   

4.25%, 6/1/26, Continuously Callable @100

   

140

     

143

   

5.00%, 11/1/30, Pre-refunded 11/1/22 @ 100

   

2,105

     

2,266

   

5.00%, 10/1/37, Continuously Callable @103

   

2,500

     

2,776

   

4.00%, 10/1/40, Continuously Callable @103

   

500

     

539

   

4.00%, 10/1/45, Continuously Callable @103

   

725

     

770

   

4.00%, 10/1/50, Continuously Callable @103

   

1,500

     

1,582

   
Lewistown Commerce Center Community Development Authority Tax Allocation
3.63%, 3/1/44, Continuously Callable @103
   

1,422

     

1,169

   

6.05%, 3/1/44, Continuously Callable @103

   

680

     

544

   

Series C, 6.05%, 3/1/54, Continuously Callable @100

   

2,340

     

426

   
Lexington IDA Revenue
4.00%, 1/1/31, Continuously Callable @102
   

750

     

789

   

4.00%, 1/1/37, Continuously Callable @102

   

1,000

     

1,029

   

5.00%, 1/1/43, Pre-refunded 1/1/22 @ 100

   

2,000

     

2,072

   

5.00%, 1/1/48, Continuously Callable @100

   

1,000

     

1,197

   

Series A, 5.00%, 1/1/42, Continuously Callable @103

   

1,000

     

1,054

   

Series A, 5.00%, 1/1/48, Continuously Callable @103

   

1,250

     

1,318

   
Loudoun County Economic Development Authority Revenue
5.00%, 12/1/31, Continuously Callable @100
   

1,135

     

1,316

   

5.00%, 12/1/32, Continuously Callable @100

   

800

     

927

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 12/1/33, Continuously Callable @100

 

$

775

   

$

898

   

5.00%, 12/1/34, Continuously Callable @100

   

805

     

932

   

Series B, 0.04%, 2/15/38, Callable 5/3/21 @ 100 (b)

   

8,545

     

8,545

   

Series E, 0.08%, 2/15/38, Callable 5/3/21 @ 100 (b)

   

7,255

     

7,255

   

Series F, 0.08%, 2/15/38, Callable 5/3/21 @ 100 (b)

   

12,810

     

12,810

   
Lynchburg Economic Development Authority Revenue
5.00%, 9/1/43, Continuously Callable @100
   

3,000

     

3,194

   

Series A, 5.00%, 1/1/47, Continuously Callable @100

   

2,250

     

2,605

   
Lynchburg Economic Development Authority Revenue (LIQ — JPMorgan
Chase & Co.), Series 2018-XL0075, 0.20%, 1/1/25 (b) (c)
   

5,400

     

5,400

   
Lynchburg Economic Development Authority Revenue (LOC — Branch
Banking & Trust Co.), Series C, 0.13%, 1/1/47, Continuously Callable @100 (b)
   

1,965

     

1,965

   
Manassas Park Economic Development Authority Revenue,
4.00%, 12/15/52, Continuously Callable @100
   

4,500

     

5,111

   
Marquis Community Development Authority of York
County Virginia Tax Allocation, Series B, 3.66%, 9/1/41 (d)
   

3,532

     

1,695

   

Marquis Community Development Authority Revenue, 9/1/45 (c) (d) (h)

   

1,093

     

571

   

Marquis Community Development Authority Tax Allocation, Series C, 9/1/41 (d) (e)

   

5,389

     

248

   
Montgomery County Economic Development Authority Revenue
Series A, 4.00%, 6/1/36, Continuously Callable @100
   

1,125

     

1,317

   

Series A, 4.00%, 6/1/39, Continuously Callable @100

   

1,750

     

2,025

   
Norfolk Airport Authority Revenue,
5.00%, 7/1/43, Continuously Callable @100
   

2,800

     

3,328

   
Norfolk Economic Development Authority Revenue
5.00%, 11/1/30, Pre-refunded 11/1/22 @ 100
   

1,000

     

1,076

   

Series A, 0.08%, 11/1/34, Continuously Callable @100 (b)

   

1,900

     

1,900

   

Series B, 5.00%, 11/1/43, Continuously Callable @100

   

3,500

     

3,740

   

Series B, 5.00%, 11/1/48, (Put Date 11/1/28) (f)

   

1,600

     

2,071

   

Series B, 4.00%, 11/1/48, Continuously Callable @100

   

1,100

     

1,252

   
Prince Edward County IDA Revenue
4.00%, 9/1/43, Continuously Callable @100
   

2,250

     

2,472

   

5.00%, 9/1/48, Continuously Callable @100

   

2,055

     

2,396

   
Prince William County IDA Revenue
5.50%, 9/1/31, Pre-refunded 9/1/21 @ 100
   

1,705

     

1,742

   

5.50%, 9/1/31, Pre-refunded 9/1/21 @ 100

   

2,000

     

2,044

   

5.50%, 9/1/34, Pre-refunded 9/1/21 @ 100

   

1,000

     

1,022

   

5.00%, 1/1/37, Continuously Callable @102

   

1,000

     

1,024

   

5.00%, 1/1/46, Continuously Callable @102

   

4,000

     

4,028

   

5.00%, 11/1/46, Continuously Callable @100

   

10,000

     

10,663

   
Radford IDA Revenue (NBGA — Fannie Mae),
3.50%, 9/15/29, Continuously Callable @100
   

4,000

     

4,143

   
Rappahannock Regional Jail Authority Revenue
5.00%, 10/1/34, Pre-refunded 10/1/25 @ 100
   

2,340

     

2,807

   

5.00%, 10/1/35, Pre-refunded 10/1/25 @ 100

   

1,165

     

1,398

   
Roanoke Economic Development Authority Revenue
5.00%, 7/1/47
   

6,250

     

9,249

   

4.00%, 7/1/51, Continuously Callable @100

   

5,000

     

5,772

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

1,640

     

1,908

   

Series A, 5.00%, 9/1/43, Continuously Callable @100

   

4,060

     

4,617

   
Rockingham County Economic Development Authority Revenue
4.00%, 12/1/33, Continuously Callable @100
   

1,000

     

1,134

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 12/1/39, Continuously Callable @100

 

$

4,180

   

$

4,993

   
Salem Economic Development Authority Revenue
4.00%, 4/1/38, Continuously Callable @100
   

250

     

273

   

4.00%, 4/1/39, Continuously Callable @100

   

225

     

245

   

4.00%, 4/1/40, Continuously Callable @100

   

250

     

271

   

4.00%, 4/1/45, Continuously Callable @100

   

750

     

805

   

5.00%, 4/1/49, Continuously Callable @100

   

910

     

1,052

   
Stafford County Economic Development Authority Revenue
5.00%, 6/15/36, Continuously Callable @100
   

5,900

     

6,903

   

4.00%, 6/15/37, Continuously Callable @100

   

6,495

     

7,163

   
Tobacco Settlement Financing Corp. Revenue,
Series B-1, 5.00%, 6/1/47, Continuously Callable @100
   

10,000

     

10,086

   
University of Virginia Revenue
Series A, 5.00%, 6/1/37, Pre-refunded 6/1/23 @ 100
   

4,405

     

4,860

   

Series A, 5.00%, 4/1/42, Continuously Callable @100

   

4,000

     

4,853

   

Series A, 5.00%, 4/1/47, Continuously Callable @100

   

5,000

     

6,025

   

Series A-1, 4.00%, 4/1/45, Continuously Callable @100

   

5,000

     

5,479

   

Series B, 5.00%, 4/1/46, Continuously Callable @100

   

5,000

     

6,028

   
Upper Occoquan Sewage Authority Revenue,
4.00%, 7/1/39, Pre-refunded 7/1/25 @ 100
   

5,000

     

5,740

   
Virginia Beach Development Authority Revenue
5.00%, 9/1/40, Continuously Callable @103
   

3,250

     

3,659

   

5.00%, 9/1/44, Continuously Callable @103

   

4,865

     

5,411

   

4.00%, 9/1/48, Continuously Callable @103

   

3,755

     

3,943

   

Series A, 5.00%, 5/1/29, Continuously Callable @100

   

1,795

     

2,045

   
Virginia College Building Authority Revenue
5.00%, 6/1/29, Continuously Callable @100
   

5,000

     

5,002

   

5.00%, 2/1/31, Continuously Callable @100

   

10,000

     

12,578

   

5.00%, 2/1/32, Continuously Callable @100

   

4,000

     

5,012

   

4.00%, 1/15/33, Continuously Callable @100

   

965

     

1,107

   

4.00%, 1/15/35, Continuously Callable @100

   

545

     

619

   

4.00%, 1/15/36, Continuously Callable @100

   

650

     

736

   

5.00%, 6/1/36, Continuously Callable @100

   

11,710

     

11,684

   

4.00%, 1/15/43, Continuously Callable @100

   

1,285

     

1,430

   

Series A, 5.00%, 9/1/31, Pre-refunded 9/1/24 @ 100

   

2,725

     

3,154

   

Series A, 5.00%, 9/1/32, Pre-refunded 9/1/24 @ 100

   

5,615

     

6,499

   

Series A, 5.00%, 9/1/33, Pre-refunded 9/1/24 @ 100

   

6,380

     

7,384

   

Series A, 4.00%, 2/1/35, Continuously Callable @100

   

8,000

     

8,975

   
Virginia College Building Authority Revenue
(LIQ — Wells Fargo & Co.), 0.05%, 11/1/36, Continuously Callable @100 (b)
   

4,560

     

4,560

   
Virginia College Building Authority Revenue
(LIQ — U.S. Bancorp), 0.05%, 8/1/34, Callable 5/5/21 @ 100 (b)
   

2,200

     

2,200

   
Virginia Commonwealth Transportation Board Revenue
5.00%, 3/15/32, Continuously Callable @100
   

3,350

     

4,167

   

5.00%, 9/15/32, Continuously Callable @100

   

9,190

     

11,404

   

4.00%, 5/15/42, Continuously Callable @100

   

10,000

     

11,420

   

Series A, 4.00%, 5/15/36, Continuously Callable @100

   

2,000

     

2,327

   
Virginia Commonwealth University Health System Authority Revenue
4.75%, 7/1/36, Pre-refunded 7/1/21 @ 100
   

6,315

     

6,385

   

4.75%, 7/1/41, Pre-refunded 7/1/21 @ 100

   

3,000

     

3,033

   

5.00%, 7/1/46, Continuously Callable @100

   

5,500

     

6,562

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Virginia Commonwealth University Revenue
Series A, 4.00%, 11/1/37, Continuously Callable @100
 

$

750

   

$

871

   

Series A, 5.00%, 11/1/38, Continuously Callable @100

   

350

     

434

   

Series A, 4.00%, 5/1/48, Continuously Callable @100

   

2,475

     

2,804

   
Virginia Housing Development Authority Revenue
Series B, 4.50%, 10/1/36, Continuously Callable @100
   

3,175

     

3,175

   

Series B, 3.60%, 5/1/46, Continuously Callable @100

   

7,000

     

7,304

   

Series E, 2.65%, 7/1/50, Continuously Callable @100

   

1,640

     

1,646

   

Series I, 2.45%, 11/1/45, Continuously Callable @100

   

1,500

     

1,478

   
Virginia Public Building Authority Revenue,
Series A, 4.00%, 8/1/30, Continuously Callable @100
   

4,000

     

4,730

   

Virginia Public School Authority Revenue, 5.00%, 8/1/24

   

10,000

     

11,542

   
Virginia Resources Authority Revenue
5.00%, 11/1/32, Continuously Callable @100
   

80

     

89

   

5.00%, 11/1/32, Pre-refunded 11/1/23 @ 100

   

950

     

1,066

   

4.00%, 11/1/41, Pre-refunded 11/1/22 @ 100

   

7,310

     

7,751

   

4.00%, 11/1/49, Continuously Callable @100

   

6,700

     

7,879

   
Virginia Resources Authority Revenue (LIQ — JPMorgan Chase & Co.),
Series 2016-XF0453, 0.08%, 5/1/21 (b) (c)
   

5,000

     

5,000

   
Virginia Small Business Financing Authority Revenue
4.00%, 11/1/39, Continuously Callable @100
   

2,550

     

2,994

   

4.00%, 12/1/49, Continuously Callable @100

   

6,000

     

6,851

   

Series A, 4.00%, 1/1/45, Continuously Callable @103

   

3,000

     

3,288

   

Series A, 4.00%, 1/1/51, Continuously Callable @103

   

13,265

     

14,448

   
Virginia Small Business Financing Authority Revenue
(LOC — Bank of America Corp.), 0.07%, 7/1/30 (b)
   

1,840

     

1,840

   
Virginia Small Business Financing Authority Revenue (LOC — PNC Financial
Services Group), Series A, 0.05%, 7/1/42, Continuously Callable @100 (b)
   

14,025

     

14,025

   
Western Regional Jail Authority Revenue
5.00%, 12/1/35, Continuously Callable @100
   

1,540

     

1,831

   

5.00%, 12/1/35, Pre-refunded 12/1/26 @ 100

   

1,545

     

1,916

   

5.00%, 12/1/38, Continuously Callable @100

   

1,000

     

1,182

   

5.00%, 12/1/38, Pre-refunded 12/1/26 @ 100

   

1,000

     

1,240

   
Winchester Economic Development Authority Revenue
5.00%, 1/1/44, Continuously Callable @100
   

3,250

     

3,743

   

Series S, 5.00%, 1/1/44, Pre-refunded 1/1/24 @ 100

   

3,250

     

3,671

   
Wise County IDA Revenue,
Series A, 0.75%, 10/1/40, (Put Date 9/2/25) (f)
   

2,500

     

2,493

   
     

669,338

   

District of Columbia (3.1%):

 
Metropolitan Washington Airports Authority Dulles Toll Road Revenue
5.00%, 10/1/53, Continuously Callable @100
   

4,000

     

4,155

   

4.00%, 10/1/53, Continuously Callable @100

   

1,500

     

1,678

   

Series A, 5.00%, 10/1/44, Continuously Callable @100

   

1,500

     

1,825

   
Metropolitan Washington Airports Authority Dulles Toll Road Revenue
(INS — Assured Guaranty Municipal Corp.), Series B, 10/1/30 (e)
   

5,500

     

4,693

   
Metropolitan Washington Airports Authority Revenue
(LOC — Sumitomo Mitsui Banking Corp.), Series C-2, 0.05%, 10/1/39,
Continuously Callable @100 (b)
   

1,910

     

1,910

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Washington Metropolitan Area Transit Authority Revenue
5.00%, 7/1/43, Continuously Callable @100
 

$

5,000

   

$

5,996

   

Series A, 4.00%, 7/15/45, Continuously Callable @100

   

2,500

     

2,910

   
     

23,167

   

Guam (6.0%):

 
Antonio B. Won Pat International Airport Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series B, 5.75%, 10/1/43, Continuously
Callable @100
   

1,255

     

1,395

   
Guam Government Waterworks Authority Revenue
5.00%, 7/1/37, Continuously Callable @100
   

1,000

     

1,175

   

5.00%, 7/1/40, Continuously Callable @100

   

3,250

     

3,796

   

5.50%, 7/1/43, Pre-refunded 7/1/23 @ 100

   

4,000

     

4,454

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

2,850

     

3,158

   

Series A, 5.00%, 1/1/50, Continuously Callable @100

   

1,000

     

1,201

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/31, Continuously Callable @100
   

500

     

559

   

Series A, 5.00%, 10/1/34, Continuously Callable @100

   

1,000

     

1,054

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

4,000

     

4,583

   
Guam Power Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/39, Continuously Callable @100
   

750

     

839

   

Series A, 5.00%, 10/1/44, Continuously Callable @100

   

1,000

     

1,092

   
Port Authority of Guam Revenue,
Series A, 5.00%, 7/1/48, Continuously Callable @100
   

1,500

     

1,747

   
Territory of Guam Revenue
Series A, 5.00%, 11/1/27
   

200

     

241

   

Series A, 5.00%, 11/1/28

   

250

     

306

   

Series A, 5.00%, 11/1/29

   

250

     

310

   

Series A, 5.00%, 11/1/30

   

250

     

313

   

Series A, 5.00%, 11/1/35, Continuously Callable @100

   

1,000

     

1,232

   

Series A, 5.00%, 11/1/40, Continuously Callable @100

   

1,000

     

1,211

   

Series A, 5.00%, 12/1/46, Continuously Callable @100

   

1,250

     

1,398

   

Series B-1, 5.00%, 1/1/42, Continuously Callable @100

   

1,500

     

1,527

   

Series D, 5.00%, 11/15/39, Continuously Callable @100

   

2,000

     

2,218

   
Territory of Guam Revenue (LOC — Barclays Bank PLC),
Series 2017-XF2510, 0.25%, 12/1/46, Callable 12/1/26 @ 100 (b) (c)
   

10,870

     

10,870

   
     

44,679

   

Total Municipal Bonds (Cost $703,572)

   

737,184

   

Total Investments (Cost $703,572) — 99.1%

   

737,184

   

Other assets in excess of liabilities — 0.9%

   

7,028

   

NET ASSETS — 100.00%

 

$

744,212

   

(a)  Stepped-coupon security converts to coupon form on 7/15/23 with a rate of 4.75%

(b)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Virginia Bond Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $21,841 (thousands) and amounted to 2.9% of net assets.

(d)  This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)  Zero-coupon bond.

(f)  Put Bond.

(g)  Stepped-coupon security converts to coupon form on 7/15/23 with a rate of 4.88%.

(h)  Stepped-coupon security converts to coupon form on 9/01/21 with a rate of 7.50%.

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LOC — Letter of Credit

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


16


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Virginia
Bond Fund
 

Assets:

 

Investments, at value (Cost $703,572)

 

$

737,184

   

Cash

   

277

   

Receivables:

 

Interest

   

7,298

   

Capital shares issued

   

341

   

From Adviser

   

4

   

Prepaid expenses and other assets

   

6

   

Total Assets

   

745,110

   

Liabilities:

 

Payables:

 

Distributions

   

212

   

Capital shares redeemed

   

288

   

Accrued expenses and other payables:

 

Investment advisory fees

   

201

   

Administration fees

   

94

   

Custodian fees

   

5

   

Transfer agent fees

   

31

   

Compliance fees

   

(a)

 

Trustees' fees

   

(a)

 
12b-1 fees    

2

   

Other accrued expenses

   

65

   

Total Liabilities

   

898

   

Net Assets:

 

Capital

   

719,978

   

Total accumulated earnings/(loss)

   

24,234

   

Net Assets

 

$

744,212

   

Net Assets

 

Fund Shares

 

$

713,075

   

Institutional Shares

   

12,105

   

Class A

   

19,032

   

Total

 

$

744,212

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

61,428

   

Institutional Shares

   

1,043

   

Class A

   

1,640

   

Total

   

64,111

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

11.61

   

Institutional Shares

 

$

11.61

   

Class A

 

$

11.60

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

11.87

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


17


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA Virginia
Bond Fund
 

Investment Income:

 

Interest

 

$

20,576

   

Total Income

   

20,576

   

Expenses:

 

Investment advisory fees

   

2,158

   

Administration fees — Fund Shares

   

1,057

   

Administration fees — Institutional Shares (a)

   

6

   

Administration fees — Class A

   

28

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

47

   

Custodian fees

   

13

   

Transfer agent fees — Fund Shares

   

184

   

Transfer agent fees — Institutional Shares (a)

   

6

   

Transfer agent fees — Class A

   

17

   

Trustees' fees

   

41

   

Compliance fees

   

5

   

Legal and audit fees

   

62

   

State registration and filing fees

   

4

   

Other expenses

   

68

   

Total Expenses

   

3,716

   

Expenses waived/reimbursed by Adviser

   

(15

)

 

Net Expenses

   

3,701

   

Net Investment Income (Loss)

   

16,875

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

137

   

Net change in unrealized appreciation/depreciation on investment securities

   

21,658

   

Net realized/unrealized gains (losses) on investments

   

21,795

   

Change in net assets resulting from operations

 

$

38,670

   

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


18


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Virginia Bond Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

16,875

   

$

19,474

   

Net realized gains (losses) from investments

   

137

     

380

   
Net change in unrealized appreciation/depreciation on
investments
   

21,658

     

(4,249

)

 

Change in net assets resulting from operations

   

38,670

     

15,605

   

Distributions to Shareholders:

 

Fund Shares

   

(16,365

)

   

(19,127

)

 

Institutional Shares (a)

   

(132

)

   

   

Class A

   

(388

)

   

(493

)

 

Change in net assets resulting from distributions to shareholders

   

(16,885

)

   

(19,620

)

 

Change in net assets resulting from capital transactions

   

17,248

     

17,564

   

Change in net assets

   

39,033

     

13,549

   

Net Assets:

 

Beginning of period

   

705,179

     

691,630

   

End of period

 

$

744,212

   

$

705,179

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.


19


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Virginia Bond Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

90,498

   

$

92,819

   

Distributions reinvested

   

13,707

     

15,757

   

Cost of shares redeemed

   

(97,801

)

   

(91,351

)

 

Total Fund Shares

 

$

6,404

   

$

17,225

   

Institutional Shares (a)

 

Proceeds from shares issued

 

$

12,682

   

$

   

Distributions reinvested

   

53

     

   

Cost of shares redeemed

   

(697

)

   

   

Total Institutional Shares

 

$

12,038

   

$

   

Class A

 

Proceeds from shares issued

 

$

22,363

   

$

3,929

   

Distributions reinvested

   

375

     

482

   

Cost of shares redeemed

   

(23,932

)

   

(4,072

)

 

Total Class A

 

$

(1,194

)

 

$

339

   

Change in net assets resulting from capital transactions

 

$

17,248

   

$

17,564

   

Share Transactions:

 

Fund Shares

 

Issued

   

7,843

     

8,111

   

Reinvested

   

1,189

     

1,374

   

Redeemed

   

(8,490

)

   

(8,081

)

 

Total Fund Shares

   

542

     

1,404

   

Institutional Shares (a)

 

Issued

   

1,098

     

   

Reinvested

   

5

     

   

Redeemed

   

(60

)

   

   

Total Institutional Shares

   

1,043

     

   

Class A

 

Issued

   

1,949

     

343

   

Reinvested

   

33

     

42

   

Redeemed

   

(2,090

)

   

(358

)

 

Total Class A

   

(108

)

   

27

   

Change in Shares

   

1,477

     

1,431

   

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


20


This page is intentionally left blank.


21


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Virginia Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

11.26

     

0.27

(e)

   

0.35

     

0.62

     

(0.27

)

   

(0.27

)

 
Year Ended
March 31, 2020
 

$

11.30

     

0.31

(e)

   

(0.04

)

   

0.27

     

(0.31

)

   

(0.31

)

 
Year Ended
March 31, 2019
 

$

11.16

     

0.34

     

0.14

     

0.48

     

(0.34

)

   

(0.34

)

 
Year Ended
March 31, 2018
 

$

11.21

     

0.34

     

(0.05

)

   

0.29

     

(0.34

)

   

(0.34

)

 
Year Ended
March 31, 2017
 

$

11.52

     

0.35

     

(0.31

)

   

0.04

     

(0.35

)

   

(0.35

)

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
 

$

11.46

     

0.20

(e)

   

0.15

     

0.35

     

(0.20

)

   

(0.20

)

 

Class A

 
Year Ended
March 31, 2021
 

$

11.25

     

0.24

(e)

   

0.35

     

0.59

     

(0.24

)

   

(0.24

)

 
Year Ended
March 31, 2020
 

$

11.29

     

0.28

(e)

   

(0.04

)

   

0.24

     

(0.28

)

   

(0.28

)

 
Year Ended
March 31, 2019
 

$

11.16

     

0.32

     

0.12

     

0.44

     

(0.31

)

   

(0.31

)

 
Year Ended
March 31, 2018
 

$

11.20

     

0.31

     

(0.04

)

   

0.27

     

(0.31

)

   

(0.31

)

 
Year Ended
March 31, 2017
 

$

11.51

     

0.33

     

(0.31

)

   

0.02

     

(0.33

)

   

(0.33

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

See notes to financial statements.


22


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Redemption
fees added to
beneficial
interests
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)(c)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA Virginia Bond Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

   

$

11.61

     

5.53

%

   

0.50

%

   

2.32

%

   

0.50

%

 

$

713,075

     

28

%

 
Year Ended
March 31, 2020
   

   

$

11.26

     

2.39

%

   

0.55

%

   

2.70

%

   

0.55

%

 

$

685,508

     

24

%

 
Year Ended
March 31, 2019
   

   

$

11.30

     

4.36

%

   

0.59

%

   

3.03

%

   

0.59

%

 

$

672,191

     

9

%

 
Year Ended
March 31, 2018
   

   

$

11.16

     

2.56

%

   

0.56

%

   

2.98

%

   

0.56

%

 

$

666,772

     

11

%

 
Year Ended
March 31, 2017
   

   

$

11.21

     

0.36

%

   

0.58

%

   

3.10

%

   

0.58

%

 

$

658,452

     

13

%

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
   

   

$

11.61

     

3.04

%

   

0.49

%

   

2.26

%

   

0.58

%

 

$

12,105

     

28

%

 

Class A

 
Year Ended
March 31, 2021
   

   

$

11.60

     

5.26

%

   

0.76

%

   

2.06

%

   

0.81

%

 

$

19,032

     

28

%

 
Year Ended
March 31, 2020
   

   

$

11.25

     

2.14

%

   

0.80

%

   

2.46

%

   

0.82

%

 

$

19,671

     

24

%

 
Year Ended
March 31, 2019
   

   

$

11.29

     

4.05

%

   

0.80

%

   

2.82

%

   

0.86

%

 

$

19,439

     

9

%

 
Year Ended
March 31, 2018
   

(g)

 

$

11.16

     

2.42

%

   

0.79

%(h)

   

2.76

%

   

0.81

%

 

$

19,894

     

11

%

 
Year Ended
March 31, 2017
   

   

$

11.20

     

0.12

%

   

0.81

%

   

2.85

%

   

0.81

%

 

$

25,496

     

13

%

 

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

(f)  Commencement of operations.

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

(h)  Effective October 12, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.80% of Class A average daily net assets.

See notes to financial statements.


23


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Virginia Bond Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Fund's Institutional Shares commenced operations and the Adviser Shares were redesignated Class A shares and became subject to a front-end sales charge.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Municipal Bonds

 

$

   

$

734,670

   

$

2,514

   

$

737,184

   

Total

 

$

   

$

734,670

   

$

2,514

   

$

737,184

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Net Realized
Gains (Losses)
 
$

17,100

   

$

16,250

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

204,889

   

$

202,552

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021.


26


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.50% of the first $50 million of the Fund's average daily net assets, 0.40% of that portion of average daily net assets over $50 million but not over $100 million, and 0.30% of that portion of average daily net assets over $100 million. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019 and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Virginia Municipal Debt Funds Index. The Lipper Virginia Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper Virginia Municipal Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:


  Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
       

+/- 20 to 50

 

+/- 4

 
       

+/- 51 to 100

 

+/- 5

 
       

+/- 101 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Virginia Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the performance period July 1, 2020, to March 31, 2021, performance adjustments were $(172), less than $(1) and $(7), in thousands, for Fund Shares, Institutional Shares and Class A, respectively. Performance adjustments were (0.02)%, less than (0.01)%, and (0.04)% for Fund Shares, Institutional Shares, and Class A, respectively.


27


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.


28


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.54%, 0.50%, and 0.80% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2023
  Expires
March 31, 2024
 

Total

 
$

1

   

$

15

   

$

16

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.


29


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the year ended March 31, 2021.

7. Federal Income Tax Information:

The Fund intends to declare daily and distribute any net investment income monthly. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 
    Distributions
paid from
 
  Distributions
paid from
 
 


 
Tax-Exempt
Income
  Total
Distributions
Paid
 
Tax-Exempt
Income
  Total
Distributions
Paid
 
       

$

16,885

   

$

16,885

   

$

19,620

   

$

19,620

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

2,406

   

$

(1,411

)

 

$

995

   

$

(9,554

)

 

$

32,793

   

$

24,234

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to defaulted bond adjustments.

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

945

   

$

8,609

   

$

9,554

   

During the most recent tax year ended March 31, 2021, the Fund utilized $137 capital loss carryforwards (amounts in thousands).


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net
Unrealized
Appreciation
(Depreciation)
 
$

704,391

   

$

39,340

   

$

(6,547

)

 

$

32,793

   


33


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Virginia Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Virginia Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


34


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


35


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth   Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


36


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


37


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


38


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


39


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


40


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,014.80

   

$

1,022.44

   

$

2.51

   

$

2.52

     

0.50

%

 

Institutional Shares

   

1,000.00

     

1,014.80

     

1,022.49

     

2.46

     

2.47

     

0.49

%

 

Class A

   

1,000.00

     

1,013.60

     

1,021.19

     

3.77

     

3.78

     

0.75

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


41


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Tax Exempt
Distributions
 
       

$

16,885

   


42


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Virginia Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


43


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was below the medians of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and below its Lipper index for the one-year period ended September 30, 2020, and was above the average of its performance universe and its Lipper index for the three-, five-, and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


44


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board noted that the Fund has advisory fee breakpoints that allow the Fund to participate in economies of scale and that such economies of scale were currently reflected in the advisory fee. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


45


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


46


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40862-0521


MARCH 31, 2021

Annual Report

USAA Tax Exempt Money Market Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

5

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

6

   

Schedule of Portfolio Investments

   

7

   

Financial Statements

 

Statement of Assets and Liabilities

    12    

Statement of Operations

    13    

Statements of Changes in Net Assets

    14    

Financial Highlights

    16    

Notes to Financial Statements

   

18

   
Report of Independent
Registered Public Accounting Firm
   

26

   

Supplemental Information (Unaudited)

   

27

   

Trustees' and Officers' Information

    27    

Proxy Voting and Portfolio Holdings Information

    33    

Expense Example

    33    

Additional Federal Income Tax Information

    34    

Advisory Contract Agreement

    35    

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Tax Exempt Money Market Fund

Manager's Commentary

(Unaudited)

Cody Perkins, CFA
Andrew Hattman, CFA, CAIA

•  What were the market conditions during the reporting period?

Throughout the 12-month reporting period ended March 31, 2021, the target federal funds rate was anchored at a range of between 0.00% and 0.25%. Officials at the U.S. Federal Reserve (the "Fed") set the short-term rate to these low levels in order to support the U.S. economy during the country's battle with COVID-19. In March 2021, the Fed indicated that it doesn't expect to hike rates anytime soon.

Interest rates on tax-exempt money market securities started the reporting period at elevated levels as many tax-exempt mutual funds were forced to sell their most liquid holdings to meet investor redemptions. However, this technical anomaly was short-lived, and levels eventually approached those of other short-term interest rates. At the beginning of the reporting period, the SIFMA Municipal Swap Index, the index of seven-day variable rate demand notes ("VRDNs"), was 1.83%. The index ended the reporting period at just 0.07%.

•  How did the USAA Tax Exempt Money Market Fund (the "Fund") perform during the reporting period?

For the reporting period ended March 31, 2021, the Fund had a return of 0.10%, compared to an average return of 0.07% for the funds in the Lipper Tax-Exempt Money Market Funds category.

•  What strategies did you employ during the reporting period?

We continued to focus on our two primary goals: preservation of capital and liquidity. The Fund invests the majority of its assets in VRDNs, which generally have interest rates that adjust daily/weekly to the market. The VRDNs owned by the Fund continued to provide both flexibility and liquidity because they can be sold at par value (100% of face value) upon seven days or less notice. They also offer the Fund a degree of safety as many of these VRDNs are guaranteed by a bank letter of credit for the payment of both principal and interest.

As always, we continued to work with our in-house team of analysts to help us identify attractive opportunities for the portfolio. They also continue to analyze and monitor every holding in the Fund.

Thank you for allowing us to assist you with your investment needs.


4


USAA Mutual Funds Trust

USAA Tax Exempt Money Market Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

INCEPTION DATE

 

2/6/84

 

 

Net Asset Value

 

One Year

   

0.10

%

 

Five Year

   

0.59

%

 

Ten Year

   

0.30

%

 

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

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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

USAA Tax Exempt Money Market Fund — Growth of $10,000

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


5


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with interest income that is exempt from federal income tax and has a further objective of preserving capital and maintaining liquidity.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Electric Utilities

   

18.3

%

 

General Obligation

   

14.6

%

 

Education

   

9.5

%

 

Steel

   

7.3

%

 

Hospital

   

7.1

%

 

Community Service

   

6.7

%

 

Nursing/CCRC

   

6.4

%

 

Buildings

   

4.8

%

 

Integrated Oil & Gas

   

4.1

%

 

Pharmaceuticals

   

3.6

%

 

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


6


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (91.8%)

 

Alabama (5.4%):

 
Columbia Industrial Development Board Revenue, 0.15%, 12/1/37,
Continuously Callable @100 (a)
 

$

10,000

   

$

10,000

   
Mobile County IDA Revenue (LOC — Swedbank AB),
Series B, 0.10%, 7/1/40, Continuously Callable @100 (a)
   

15,000

     

15,000

   
West Jefferson Industrial Development Board Revenue, 0.15%, 6/1/28,
Continuously Callable @100 (a)
   

5,190

     

5,190

   
     

30,190

   

California (1.0%):

 
City of Los Angeles Certificate of Participation (LOC — U.S. Bancorp),
Series A, 0.16%, 8/1/35, Continuously Callable @100 (a)
   

5,885

     

5,885

   

Florida (4.4%):

 

City of Jacksonville Revenue, 0.08%, 5/1/29, Continuously Callable @100 (a)

   

3,000

     

3,000

   
County of Escambia Revenue
0.09%, 7/1/22 (a)
   

18,200

     

18,200

   

0.07%, 4/1/39, Continuously Callable @100 (a)

   

800

     

800

   

County of St. Lucie Revenue, 0.08%, 9/1/28, Continuously Callable @100 (a)

   

2,800

     

2,800

   
     

24,800

   

Georgia (1.8%):

 
Appling County Development Authority Revenue (NBGA — Southern Co.),
0.11%, 9/1/41, Continuously Callable @100 (a)
   

5,100

     

5,100

   
The Burke County Development Authority Revenue, Series 1,
0.10%, 7/1/49, Continuously Callable @100 (a)
   

5,175

     

5,175

   
     

10,275

   

Illinois (5.4%):

 
Illinois Finance Authority Revenue (LOC — Huntington National Bank),
0.11%, 10/1/33, Continuously Callable @100 (a)
   

2,785

     

2,785

   
Illinois State Educational Facilities Revenue (LOC — Huntington National Bank),
Series A, 0.10%, 10/1/32, Continuously Callable @100 (a)
   

14,165

     

14,165

   
Metropolitan Pier & Exposition Authority Revenue (LIQ — Barclays Bank PLC),
Series 2015-XF1045, 0.20%, 6/15/52, Callable 6/15/22 @ 100 (a) (b)
   

13,155

     

13,155

   
     

30,105

   

Indiana (2.9%):

 
City of Berne Revenue (LOC — Federal Home Loan Bank of Indianapolis),
0.12%, 10/1/33, Continuously Callable @100 (a)
   

4,505

     

4,505

   
City of Evansville Revenue (LOC — Fifth Third Bank), 0.13%, 1/1/25,
Callable 4/16/21 @ 100 (a)
   

1,905

     

1,905

   
Indiana Finance Authority Revenue (LOC — Federal Home Loan
Bank of Indianapolis), 0.14%, 7/1/29, Continuously Callable @100 (a)
   

6,845

     

6,845

   
Indiana Finance Authority Revenue (LOC — Fifth Third Bank),
0.15%, 9/1/31, Callable 4/16/21 @ 100 (a)
   

3,500

     

3,500

   
     

16,755

   

See notes to financial statements.


7


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Iowa (2.9%):

 
Iowa Finance Authority Revenue
0.09%, 6/1/39, Continuously Callable @100 (a)
 

$

9,600

   

$

9,600

   

Series B, 0.09%, 9/1/36, Continuously Callable @100 (a)

   

6,763

     

6,763

   
     

16,363

   

Kansas (4.7%):

 
City of Burlington Revenue
0.19%, 9/1/35, Continuously Callable @100 (a)
   

8,250

     

8,250

   

Series B, 0.19%, 9/1/35, Continuously Callable @100 (a)

   

4,200

     

4,200

   

City of St. Marys Revenue, 0.15%, 4/15/32, Continuously Callable @100 (a)

   

13,800

     

13,800

   
     

26,250

   

Kentucky (2.2%):

 
City of Georgetown Revenue (LOC — Fifth Third Bank), 0.13%, 11/15/29,
Callable 4/15/21 @ 100 (a)
   

10,820

     

10,820

   
Lexington-Fayette Urban County Government Revenue (LOC — Federal Home
Loan Bank of Cincinnati), 0.23%, 12/1/27, Callable 4/15/21 @ 100 (a)
   

1,635

     

1,635

   
     

12,455

   

Louisiana (6.1%):

 
City of New Orleans Revenue (LOC — Capital One, N.A.), 0.25%, 8/1/24,
Continuously Callable @100 (a)
   

3,225

     

3,225

   
Parish of St. James Revenue,
Series A-1, 0.15%, 11/1/40, Continuously Callable @100 (a)
   

1,985

     

1,985

   
Parish of St. James Revenue (NBGA — Nucor Corp.),
Series B-1, 0.14%, 11/1/40, Continuously Callable @100 (a)
   

24,150

     

24,150

   
St. Tammany Corp. Revenue (LOC — Federal Home Loan Bank of Dallas),
0.09%, 3/1/33, Continuously Callable @100 (a)
   

5,050

     

5,050

   
     

34,410

   

Maryland (1.5%):

 
Town of Williamsport Revenue (LOC — Manufacturers & Traders Trust Co.),
0.10%, 11/1/37 (a)
   

8,155

     

8,155

   

Michigan (0.4%):

 
Michigan State Strategic Fund Revenue (LOC — Fifth Third Bank),
0.15%, 3/1/37, Continuously Callable @100 (a)
   

2,100

     

2,100

   

Mississippi (0.6%):

 
Mississippi Business Finance Corp. Revenue (LOC — Federal Home
Loan Bank of Dallas), 0.09%, 3/1/33, Continuously Callable @100 (a)
   

3,565

     

3,565

   

Missouri (3.6%):

 
Jackson County IDA Revenue (LOC — Commerce Bank, N.A.),
0.10%, 7/1/25, Continuously Callable @100 (a)
   

20,000

     

20,000

   

Nebraska (2.5%):

 
County of Custer Revenue (LOC — U.S. Bancorp), 0.10%, 12/1/36,
Callable 6/3/21 @ 100 (a)
   

11,000

     

11,000

   
County of Washington Revenue, Series B, 0.08%, 12/1/40, Continuously
Callable @100 (a)
   

3,000

     

3,000

   
     

14,000

   

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

New Hampshire (3.6%):

 
New Hampshire Business Finance Authority Revenue (LOC — Landesbank
Hessen-Thuringen), 0.10%, 9/1/30, Continuously Callable @100 (a)
 

$

19,990

   

$

19,990

   

New Mexico (0.9%):

 
New Mexico Hospital Equipment Loan Council Revenue (LOC — Fifth Third Bank),
0.14%, 7/1/25, Continuously Callable @100 (a)
   

5,000

     

5,000

   

New York (21.0%):

 

Adirondack Central School District, GO, 1.25%, 7/16/21

   

5,390

     

5,400

   

Akron Central School District, GO, 1.25%, 7/22/21

   

6,000

     

6,012

   

Broadalbin-Perth Central School District, GO, 1.25%, 6/24/21

   

5,000

     

5,008

   
Build NYC Resource Corp. Revenue (LOC — Toronto-Dominion Bank),
0.22%, 12/1/45, Continuously Callable @100 (a)
   

5,355

     

5,355

   

Chenango Forks Central School District, GO, 1.25%, 8/5/21

   

5,000

     

5,010

   

City of Tonawanda, GO, 2.00%, 6/3/21

   

6,824

     

6,839

   
County of Chautauqua Industrial Development Agency Revenue (LOC — Citizens
Financial Group), Series A, 0.12%, 8/1/27, Continuously Callable @100 (a)
   

1,560

     

1,560

   

Gowanda Central School District, GO, 1.25%, 6/22/21

   

5,000

     

5,007

   
Guilderland Industrial Development Agency Revenue (LOC — Key Bank, N.A.),
Series A, 0.20%, 7/1/32, Continuously Callable @100 (a)
   

2,875

     

2,875

   

Highland Central School District, GO, 1.00%, 6/30/21, Continuously Callable @100

   

6,310

     

6,312

   

Holland Patent Central School District, GO, 1.25%, 6/25/21

   

4,000

     

4,006

   

Minisink Valley Central School District, GO, 1.25%, 6/25/21

   

5,000

     

5,005

   
New York City Capital Resources Corp. Revenue (LOC — Manufacturers &
Traders Trust Co.), 0.27%, 12/1/40, Continuously Callable @100 (a)
   

7,500

     

7,500

   
New York Liberty Development Corp. Revenue (LIQ — Royal Bank of Canada),
Series 2016-ZF0464, 0.09%, 5/15/21 (a) (b)
   

13,000

     

13,000

   
Oneida County Industrial Development Agency Revenue (LOC — Citizens
Financial Group), 0.15%, 7/1/37, Continuously Callable @100 (a)
   

1,710

     

1,710

   
Onondaga County Industrial Development Agency Revenue (LOC — Manufacturers &
Traders Trust Co.), 0.10%, 12/1/31, Continuously Callable @100 (a)
   

5,210

     

5,210

   
Ramapo Housing Authority Revenue (LOC — Manufacturers & Traders Trust Co.),
0.10%, 12/1/29, Continuously Callable @100 (a)
   

8,285

     

8,285

   

Sandy Creek Central School District, GO, 1.25%, 6/25/21

   

6,400

     

6,408

   

Schuylerville Central School District, GO, 1.50%, 6/25/21

   

5,000

     

5,006

   
St. Lawrence County Industrial Development Agency Revenue (LOC — Citizens
Financial Group), 0.25%, 7/1/37 (a)
   

1,865

     

1,865

   

Stillwater Central School District, GO, 1.50%, 6/25/21

   

5,000

     

5,006

   

Wappingers Central School District, GO, Series A, 1.25%, 7/14/21

   

6,275

     

6,287

   
     

118,666

   

Ohio (0.4%):

 

County of Hamilton Revenue (LOC — Fifth Third Bank), 0.13%, 12/1/24 (a)

   

2,000

     

2,000

   

Oklahoma (5.6%):

 
Edmond Economic Development Authority Revenue (LOC — Bank of
Oklahoma, N.A.), Series A, 0.11%, 6/1/31, Callable 5/1/21 @ 100 (a)
   

5,260

     

5,260

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Garfield County Industrial Authority Revenue, Series A, 0.22%, 1/1/25,
Callable 5/5/21 @ 100 (a)
 

$

24,100

   

$

24,100

   
Muskogee Industrial Trust Revenue, Series A, 0.22%, 6/1/27, Continuously
Callable @100 (a)
   

2,000

     

2,000

   
     

31,360

   

Rhode Island (0.6%):

 
Rhode Island Commerce Corp. Revenue (LOC — Citizens Financial Group),
0.14%, 3/1/38, Callable 5/1/21 @ 100 (a)
   

3,405

     

3,405

   

Tennessee (6.3%):

 
Chattanooga Health Educational & Housing Facility Board Revenue,
Series C, 0.12%, 5/1/39, Continuously Callable @100 (a)
   

26,700

     

26,700

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue (LOC — Fifth Third Bank),
0.13%, 12/1/24, Callable 4/16/21 @ 100 (a)
   

8,500

     

8,500

   
     

35,200

   

Texas (4.1%):

 
Port of Arthur Navigation District Industrial Development Corp. Revenue
0.10%, 3/1/42, Callable 6/1/21 @ 100 (a)
   

7,000

     

7,000

   

Series A, 0.10%, 12/1/40, Callable 5/3/21 @ 100 (a)

   

16,000

     

16,000

   
     

23,000

   

Utah (1.8%):

 
Utah Housing Corp. Revenue (LIQ — Deutsche Bank A.G.),
Series 2019-XF1081, 0.35%, 3/1/62, Callable 2/1/31 @ 100 (a) (b)
   

10,000

     

10,000

   

Virginia (0.7%):

 
Loudoun County Economic Development Authority Revenue (LOC — Northern
Trust Corp.), 0.06%, 6/1/34, Callable 5/3/21 @ 100 (a)
   

4,000

     

4,000

   

Washington (1.4%):

 
Washington Higher Education Facilities Authority Revenue, 0.12%, 10/1/31,
Callable 5/5/21 @ 100 (a)
   

8,025

     

8,025

   

Total Municipal Bonds (Cost $515,954)

   

515,954

   

Commercial Paper (8.0%)

 

Texas (8.0%):

 
Houston Texas
0.10%, 4/6/21
   

15,000

     

15,000

   

0.10%, 4/9/21

   

10,000

     

10,000

   

University of Texas System, 0.06%, 5/11/21

   

20,000

     

20,000

   

Total Commercial Paper (Cost $45,000)

   

45,000

   

Total Investments (Cost $560,954) — 99.8%

   

560,954

   

Other assets in excess of liabilities — 0.2%

   

1,061

   

NET ASSETS — 100.00%

 

$

562,015

   

(a)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Tax Exempt Money Market Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $36,155 (thousands) and amounted to 6.4% of net assets.

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LOC — Letter of Credit

PLC — Public Limited Company

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


11


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Money Market Fund
 

Assets:

 

Investments, at value (Cost $560,954)

 

$

560,954

   

Cash

   

54

   

Receivables:

 

Interest

   

767

   

Capital shares issued

   

375

   

From Adviser

   

337

   

Prepaid expenses and other assets

   

31

   

Total assets

   

562,518

   

Liabilities:

 

Payables:

 

Distributions

   

(a)

 

Capital shares redeemed

   

190

   

Accrued expenses and other payables:

 

Investment advisory fees

   

135

   

Administration fees

   

48

   

Custodian fees

   

14

   

Transfer agent fees

   

72

   

Compliance fees

   

(a)

 

Trustees' fees

   

(a)

 

Other accrued expenses

   

44

   

Total liabilities

   

503

   

Net Assets:

 

Capital

   

562,016

   

Total accumulated earnings/(loss)

   

(1

)

 

Net assets

 

$

562,015

   

Shares (unlimited number of shares authorized with no par value):

   

562,008

   

Net asset value, offering and redemption price per share: (b)

 

$

1.00

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


12


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA Tax Exempt
Money Market Fund
 

Investment Income:

 

Interest

 

$

3,315

   

Total income

   

3,315

   

Expenses:

 

Investment advisory fees

   

2,006

   

Administration fees

   

716

   

Sub-Administration fees

   

12

   

Custodian fees

   

30

   

Transfer agent fees

   

1,075

   

Trustees' fees

   

47

   

Compliance fees

   

5

   

Legal and audit fees

   

82

   

State registration and filing fees

   

29

   

Other expenses

   

103

   

Total expenses

   

4,105

   

Expenses waived/reimbursed by Adviser

   

(1,557

)

 

Net expenses

   

2,548

   

Net Investment Income

   

767

   

Change in net assets resulting from operations

 

$

767

   

See notes to financial statements.


13


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Tax Exempt Money Market Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income

 

$

767

   

$

15,054

   

Net realized gains from investments

   

     

251

   

Change in net assets resulting from operations

   

767

     

15,305

   

Change in net assets resulting from distributions to shareholders

   

(988

)

   

(15,244

)

 

Change in net assets resulting from capital transactions

   

(783,392

)

   

(252,647

)

 

Change in net assets

   

(783,613

)

   

(252,586

)

 

Net Assets:

 

Beginning of period

   

1,345,628

     

1,598,214

   

End of period

 

$

562,015

   

$

1,345,628

   

Capital Transactions:

 

Proceeds from shares issued

 

$

268,164

   

$

1,014,473

   

Distributions reinvested

   

967

     

15,087

   

Cost of shares redeemed

   

(1,052,523

)

   

(1,282,207

)

 

Change in net assets resulting from capital transactions

 

$

(783,392

)

 

$

(252,647

)

 

Share Transactions:

 

Issued

   

268,164

     

1,014,473

   

Reinvested

   

967

     

15,087

   

Redeemed

   

(1,052,523

)

   

(1,282,207

)

 

Change in Shares

   

(783,392

)

   

(252,647

)

 

See notes to financial statements.


14


This page is intentionally left blank.


15


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
  Net Realized
and Unrealized
Gains on
Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Tax Exempt Money Market Fund

 
Year Ended
March 31, 2021
 

$

1.00

     

(b)(c)

   

     

(b)

   

(b)

   

(b)

 
Year Ended
March 31, 2020
 

$

1.00

     

0.01

(c)

   

(b)

   

0.01

     

(0.01

)

   

   
Year Ended
March 31, 2019
 

$

1.00

     

0.01

     

(b)

   

0.01

     

(0.01

)

   

   
Year Ended
March 31, 2018
 

$

1.00

     

0.01

     

(b)

   

0.01

     

(0.01

)

   

   
Year Ended
March 31, 2017
 

$

1.00

     

(b)

   

(b)

   

(b)

   

(b)

   

(b)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 3 of the accompanying Notes to Financial Statements.

(a)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31, fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

(d)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed, on a temporary basis, to reimburse management, administrative, or other fees to limit the Fund's expenses and attempt to prevent a negative yield.

See notes to financial statements.


16


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

  Supplemental
Data
 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*
  Net
Expenses^(a)
  Net
Investment
Income
  Gross
Expenses(a)
  Net Assets,
End of
Period
(000's)
 

USAA Tax Exempt Money Market Fund

 
Year Ended
March 31, 2021
   

(b)

 

$

1.00

     

0.10

%

   

0.35

%

   

0.11

%

   

0.57

%

 

$

562,015

   
Year Ended
March 31, 2020
   

(0.01

)

 

$

1.00

     

1.05

%

   

0.56

%

   

1.04

%

   

0.56

%

 

$

1,345,628

   
Year Ended
March 31, 2019
   

(0.01

)

 

$

1.00

     

1.05

%

   

0.56

%

   

1.04

%

   

0.56

%

 

$

1,598,214

   
Year Ended
March 31, 2018
   

(0.01

)

 

$

1.00

     

0.51

%(d)

   

0.56

%(d)

   

0.50

%

   

0.56

%

 

$

1,761,649

   
Year Ended
March 31, 2017
   

(b)

 

$

1.00

     

0.23

%

   

0.54

%

   

0.11

%

   

0.58

%

 

$

2,007,091

   

See notes to financial statements.


17


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Tax Exempt Money Market Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund operates as a retail money market fund in compliance with the requirements of Rule 2a-7 under the 1940 Act; and as a retail money market fund, shares of the Fund are available for sale only to accounts that are beneficially owned by natural persons.

The Fund has adopted policies and procedures permitting the Board of Trustees (the "Board") of the Fund to impose a liquidity fee or to temporarily suspend redemptions from the Fund (a "redemption gate") if the Fund's weekly liquid assets fall below specific thresholds, such as during times of market stress. The imposition of a liquidity fee would reduce the amount you would receive upon redemption of your shares of the Fund. The imposition of a redemption gate would temporarily delay your ability to redeem your investments in the Fund.

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

2. Significant Accounting Policies:

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

Investment Valuation:

The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

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

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

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

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

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


18


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

All securities held in the Fund are short-term debt securities, which are valued pursuant to Rule 2a-7 under the 1940 Act. This method values a security at its purchase price, and thereafter, assumes a constant amortization to maturity of any premiums or discounts.

Securities for which amortized cost valuations are considered unreliable or for whose values have been materially affected by a significant event are valued in good faith, at fair value, using methods determined by the Committee, under procedures to stabilize net assets and valuation procedures approved by the Board.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value ("NAV"). No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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


19


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Allocations:

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

166,155

   

$

183,050

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly-owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC. The Fund's Investment Adviser fee is accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.10% of average daily net assets, of the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent's fees for the Fund are accrued daily and paid monthly at an annualized rate of 0.15% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limit (excluding voluntary waivers) was 0.56%.

Under the terms of the expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

Amendment #1 to the expense limitation agreement was effective March 23, 2020. Under this amendment, the Adviser agreed to further reimburse fees in excess of the Fund's expense limit agreement of 0.56% dated July 1, 2019. These voluntary reductions, to the extent necessary, are to maintain a certain minimum net yield of the Fund. Under this agreement to reimburse additional fees, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three years after the fiscal year in which the waiver or reimbursement took place, to the extent any repayments would not cause the Fund's net yield to fall below the Fund's minimum yield at


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

the time of: (a) the original waiver or expense reimbursement; or (b) the expense limit in effect at the time of the extra waiver.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2023
  Expires
March 31, 2024
 

Total

 

$

19

   

$

1,557

   

$

1,576

   

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

4. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Stable Net Asset Value Risk — You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Federal Deposit Insurance Corporation ("FDIC") or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Credit Risk — The fixed-income securities held in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

5. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

6. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

 

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 

  Distributions
paid from
 
  Distributions
paid from
 
 
 
 




 


Ordinary
Income
  Net
Long-
Term
Capital
Gains
 

Total
Taxable
Distributions
 
Tax-
Exempt
Distributions
 
Total
Distributions
Paid
 


Ordinary
Income
  Net
Long-
Term
Capital
Gains
 

Total
Taxable
Distributions
 

Tax-
Exempt
Distributions
 

Total
Distributions
Paid
 
       

$

75

   

$

101

   

$

176

   

$

812

   

$

988

   

$

202

   

$

32

   

$

234

   

$

15,010

   

$

15,244

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Total
Accumulated
Earnings
(Loss)
 
$

4

   

$

(5

)

 

$

(1

)

 

As of March 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Tax
Unrealized
Appreciation
  Tax
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

560,954

   

$

   

$

   

$

   


25


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Money Market Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Money Market Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


26


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


27


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


28


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


29


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


30


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


31


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


32


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

The Fund makes available on VCM.com a complete list of portfolio holdings no sooner than 5 business days after the end of each month. Form N-MFP is available on the SEC's website at www.sec.gov.

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 
$

1,000.00

   

$

1,000.30

   

$

1,023.68

   

$

1.25

   

$

1.26

     

0.25

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


33


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
  Tax Exempt
Distributions
 
       

$

75

   

$

101

   

$

812

   


34


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Money Market Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


35


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services, as well as any fee waivers and reimbursements—was above the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and below its Lipper index for the one-year period ended September 30, 2020, and was below the average of its performance universe and its Lipper index for the three-, five-, and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing


36


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


37


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40859-0521


MARCH 31, 2021

Annual Report

USAA Target Managed Allocation Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

8

   

Financial Statements

 

Statement of Assets and Liabilities

    10    

Statement of Operations

    11    

Statements of Changes in Net Assets

    12    

Financial Highlights

    14    

Notes to Financial Statements

   

16

   
Report of Independent
Registered Public Accounting Firm
   

27

   

Supplemental Information (Unaudited)

   

28

   

Trustees' and Officers' Information

    28    

Proxy Voting and Portfolio Holdings Information

    34    

Expense Example

    34    

Additional Federal Income Tax Information

    35    

Advisory Contract Agreement

    36    

Liquidity Risk Management Program

    39

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Target Managed Allocation Fund

Manager's Commentary

(Unaudited)

Victory Solutions
Mannik S. Dhillon, CFA, CAIA
Lance Humphrey, CFA

•  What were the market conditions during the reporting period?

The beginning of the reporting period brought a dramatic reversal from the difficult environment that characterized the first three months of 2020. While COVID-19 cases continued to rise investors grew increasingly confident that the economy would be able to recover from its sharp downturn of February and March. The optimism stemmed, in part, from a series of better-than-expected economic reports interpreted as evidence that the slump in growth would be less severe than was initially feared. The markets were further cheered by the aggressive response by the U.S. Federal Reserve (the "Fed"). In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds. The central bank's unusual steps offered corporations the latitude to issue debt at ultra-low rates, providing them with the cash necessary to withstand the effects of the COVID-19.

The global financial markets produced healthy returns during the second half of 2020, wrapping up a positive year for the major asset classes. Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely. Not least, an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.

The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the reporting period climbing from under 1% to 1.74%.

•  How did the USAA Target Managed Allocation Fund (the "Fund") perform during the reporting period?

For the reporting period ended March 31, 2021, the Fund had a total return of 44.39%. This compares to total returns of 54.60% for the MSCI All-Country World Index and 2.95% for the Bloomberg Barclays U.S. Universal Index.


4


USAA Mutual Funds Trust

USAA Target Managed Allocation Fund (continued)

•  What strategies did you employ during the reporting period?

USAA Mutual Funds offer five funds in the Target Retirement Series, each of which has a different strategic asset allocation based on investors' risk tolerance and time horizon. Depending on our continuous assessment of market opportunities and risks, we apply tactical asset allocation decisions by overweighting or underweighting the various asset classes in each fund versus our respective strategic allocations. The Target Managed Allocation Fund allows us to make allocation changes to the Target Retirement Series more quickly and with less disruption to the underlying funds in the portfolios. The Fund's asset allocation therefore reflects the need to round out the portfolios of the Target Retirement Series, rather than representing an active strategy. We primarily use exchange-traded funds ("ETFs") and futures to implement our asset allocation views, since they are highly liquid vehicles that allow us to apply our decisions more quickly and efficiently than investing in individual securities.

With this in mind, following the equity market sell off in March, the Fund generally was positioned more conservatively. The Fund had higher than average defensive positions in various fixed income and commodity asset classes that were invested tactically over the period. These positions detracted from performance as investors concern around the global pandemic faded and markets returned to a risk on environment. A substantial portion of the portfolio was invested in U.S. equities, which outperformed the broader global equity markets. Additionally, positions in U.S. small-cap equities and emerging markets equities were added towards the end of 2020 and remained in 2021 adding value to the fund's performance.

The Fund also employs a tactically-oriented equity futures strategy designed to provide incremental return on top of the underlying ETF positions. This strategy performance was mixed over the time period with long positions in U.S. large-cap equities providing value but short positions in U.S. small-cap equities detracting from performance. Short positions in futures tracking the Japan Topix Index also contributed positively to performance of the strategy.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA Target Managed Allocation Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

INCEPTION DATE

 

8/7/15

     

 
   

Net Asset Value

  MSCI All-Country
World Index1
  Bloomberg
Barclays U.S.
Universal
Index2
 

One Year

   

44.39

%

   

54.60

%

   

2.95

%

 

Five Year

   

10.23

%

   

13.21

%

   

3.59

%

 

Since Inception

   

8.23

%

   

10.70

%

   

3.65

%

 

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

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares.

The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Target Managed Allocation Fund — Growth of $10,000

**The performance of the MSCI All-Country World Index and Bloomberg Barclays U.S. Universal Index is calculated from the end of the month, July 31, 2015, while the inception date of the USAA Target Managed Allocation Fund is August 7, 2015. There may be a slight variation of performance numbers because of this difference.

1The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Bloomberg Barclays U.S. Universal Bond Index is comprised of U.S. dollar-denominated, taxable bonds that are related investment grade or below investment grade. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to maximize total return primarily through capital appreciation.

Asset Allocation*:

March 31, 2021

(% of Net Assets)

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

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


7


USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

 

Shares

 

Value

 

Exchange-Traded Funds (99.2%)

 

iShares MSCI Canada ETF

   

1,872,550

   

$

63,760

   

iShares MSCI Japan ETF

   

242,842

     

16,640

   

iShares Russell 2000 ETF (a)

   

316,087

     

69,836

   

JPMorgan BetaBuilders Canada ETF

   

721,350

     

21,316

   

JPMorgan BetaBuilders Japan ETF

   

371,201

     

10,572

   

United States Oil Fund LP (a)(b)

   

156,732

     

6,352

   

Vanguard FTSE All-World ex-U.S. ETF

   

1,255,340

     

76,174

   

Vanguard FTSE Emerging Markets ETF (a) (c)

   

1,573,118

     

81,881

   

Vanguard FTSE Europe ETF (a)

   

422,119

     

26,594

   

Vanguard S&P 500 ETF (c)

   

156,731

     

57,097

   

Vanguard Total Stock Market ETF (c)

   

460,162

     

95,111

   

Total Exchange-Traded Funds (Cost $462,805)

   

525,333

   

Collateral for Securities Loaned^ (11.8%)

 

Federated Government Obligations Fund Institutional Shares, 0.04% (d)

   

420,405

     

420

   

Goldman Sachs Financial Square Government Fund Institutional Shares, 0.04% (d)

   

22,689,039

     

22,689

   

HSBC U.S. Government Money Market Fund I Shares, 0.04% (d)

   

12,089,897

     

12,090

   

Invesco Government & Agency Portfolio Institutional Shares, 0.03% (d)

   

16,112,417

     

16,112

   
Morgan Stanley Institutional Liquidity Government Portfolio
Institutional Shares, 0.03% (d)
   

11,379,493

     

11,380

   

Total Collateral for Securities Loaned (Cost $62,691)

   

62,691

   

Total Investments (Cost $525,496) — 111.0%

   

588,024

   

Liabilities in excess of other assets — (11.0)%

   

(58,411

)

 

NET ASSETS — 100.00%

 

$

529,613

   

At March 31, 2021, the Fund's investments in international securities were 56.1% of net assets.

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

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

(d)  Rate disclosed is the daily yield on March 31, 2021.

ETF — Exchange-Traded Fund

LP — Limited Partnership

See notes to financial statements.


8


USAA Mutual Funds Trust
USAA Target Managed Allocation Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Futures Contracts Purchased

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

ASX SPI 200 Index Futures

   

187

   

6/17/21

 

$

24,447,220

   

$

24,020,603

   

$

51,318

   

E-Mini S&P 500 Futures

   

409

   

6/18/21

   

80,425,781

     

81,133,330

     

707,549

   

Hang Seng Index Futures

   

60

   

4/29/21

   

10,755,112

     

10,927,474

     

180,362

   

Swiss Market Index Futures

   

270

   

6/18/21

   

31,051,912

     

31,222,857

     

771,050

   
                   

$

1,710,279

   

Futures Contracts Sold

(Amounts not in thousands)

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 
E-Mini Russell 2000
Index Futures
   

349

   

6/18/21

 

$

40,990,481

   

$

38,782,625

   

$

2,207,856

   

Euro Stoxx 50 Futures

   

588

   

6/18/21

   

26,367,084

     

26,655,503

     

(734,853

)

 

FTSE 100 Index Futures

   

593

   

6/18/21

   

55,092,935

     

54,597,556

     

48,252

   

Tokyo Price Index Futures

   

141

   

6/10/21

   

24,704,765

     

24,886,099

     

(688,211

)

 
                   

$

833,044

   
   

Total unrealized appreciation

             

$

3,966,387

   
   

Total unrealized depreciation

               

(1,423,064

)

 
   

Total net unrealized appreciation (depreciation)

             

$

2,543,323

   

See notes to financial statements.


9


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA
Target Managed
Allocation Fund
 

Assets:

 

Investments, at value (Cost $525,496)

 

$

588,024

(a)

 

Cash

   

1,143

   

Deposit with brokers for futures contracts

   

1,798

   

Receivables:

 

Interest and dividends

   

9

   

Investments sold

   

46,750

   

Variation margin on open futures contracts

   

1,374

   

Prepaid expenses and other assets

   

5

   

Total Assets

   

639,103

   

Liabilities:

 

Payables:

 

Collateral received on loaned securities

   

62,691

   

Investments purchased

   

45,685

   

Variation margin on open futures contracts

   

792

   

Accrued expenses and other payables:

 

Investment advisory fees

   

226

   

Administration fees

   

23

   

Custodian fees

   

4

   

Transfer agent fees

   

23

   

Compliance fees

   

(b)

 

Trustees' fees

   

(b)

 

Other accrued expenses

   

46

   

Total Liabilities

   

109,490

   

Net Assets:

 

Capital

   

416,860

   

Total accumulated earnings/(loss)

   

112,753

   

Net Assets

 

$

529,613

   

Shares (unlimited number of shares authorized with no par value):

   

43,310

   

Net asset value, offering and redemption price per share: (c)

 

$

12.23

   

(a)  Includes $61,852 of securities on loan.

(b)  Rounds to less than $1 thousand.

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

See notes to financial statements.


10


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA
Target Managed
Allocation Fund
 

Investment Income:

 

Dividends

 

$

7,779

   

Interest

   

267

   

Securities lending (net of fees)

   

81

   

Total Income

   

8,127

   

Expenses:

 

Investment advisory fees

   

2,542

   

Administration fees

   

254

   

Sub-Administration fees

   

17

   

Custodian fees

   

23

   

Transfer agent fees

   

254

   

Trustees' fees

   

46

   

Compliance fees

   

3

   

Legal and audit fees

   

67

   

State registration and filing fees

   

3

   

Interfund lending fees

   

1

   

Other expenses

   

40

   

Total Expenses

   

3,250

   

Net Investment Income (Loss)

   

4,877

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

99,290

   

Net realized gains (losses) from foreign currency transactions

   

90

   

Net realized gains (losses) from futures contracts

   

(17,887

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

93,401

   

Net change in unrealized appreciation/depreciation on foreign currency translations

   

365

   

Net change in unrealized appreciation/depreciation on futures contracts

   

3,220

   

Net realized/unrealized gains (losses) on investments

   

178,479

   

Change in net assets resulting from operations

 

$

183,356

   

See notes to financial statements.


11


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Target Managed
Allocation Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

4,877

   

$

9,984

   

Net realized gains (losses) from investments

   

81,493

     

9,438

   
Net change in unrealized appreciation/depreciation on
investments
   

96,986

     

(57,387

)

 

Change in net assets resulting from operations

   

183,356

     

(37,965

)

 

Change in net assets resulting from distributions to shareholders

   

(30,747

)

   

(25,937

)

 

Change in net assets resulting from capital transactions

   

(69,612

)

   

(1,689

)

 

Change in net assets

   

82,997

     

(65,591

)

 

Net Assets:

 

Beginning of period

   

446,616

     

512,207

   

End of period

 

$

529,613

   

$

446,616

   

Capital Transactions:

 

Proceeds from shares issued

 

$

1,065

   

$

5,264

   

Distributions reinvested

   

30,747

     

25,937

   

Cost of shares redeemed

   

(101,424

)

   

(32,890

)

 

Change in net assets resulting from capital transactions

 

$

(69,612

)

 

$

(1,689

)

 

Share Transactions:

 

Issued

   

94

     

590

   

Reinvested

   

2,654

     

2,372

   

Redeemed

   

(9,179

)

   

(3,127

)

 

Change in Shares

   

(6,431

)

   

(165

)

 

See notes to financial statements.


12


This page is intentionally left blank.


13


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income (Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Net Realized
Gains from
Investments
 

USAA Target Managed Allocation Fund

 
Year Ended
March 31, 2021
 

$

8.98

     

0.11

(a)

   

3.84

     

3.95

     

(0.09

)

   

(0.61

)

 
Year Ended
March 31, 2020
 

$

10.26

     

0.20

(a)

   

(0.96

)

   

(0.76

)

   

(0.22

)

   

(0.30

)

 
Year Ended
March 31, 2019
 

$

11.22

     

0.17

     

(0.10

)

   

0.07

     

(0.15

)

   

(0.88

)

 
Year Ended
March 31, 2018
 

$

10.46

     

0.16

     

0.73

     

0.89

     

(0.13

)

   

(d)

 
Year Ended
March 31, 2017
 

$

9.49

     

0.14

     

0.97

     

1.11

     

(0.14

)

   

   

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 5 of the accompanying Notes to Financial Statements.

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

(b)  Reflects overall decrease in purchases and sales of securities.

(c)  Reflects an increase in trading activity due to asset allocation shifts.

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

(e)  Prior to August 1, 2016, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of the Fund to 0.70% of the Fund's average daily net assets.

See notes to financial statements.


14


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return*
  Net
Expenses^
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover
 

USAA Target Managed Allocation Fund

 
Year Ended
March 31, 2021
   

(0.70

)

 

$

12.23

     

44.39

%

   

0.64

%

   

0.96

%

   

0.64

%

 

$

529,613

     

202

%(b)

 
Year Ended
March 31, 2020
   

(0.52

)

 

$

8.98

     

(8.20

)%

   

0.64

%

   

1.88

%

   

0.64

%

 

$

446,616

     

298

%(c)

 
Year Ended
March 31, 2019
   

(1.03

)

 

$

10.26

     

1.32

%

   

0.65

%

   

1.83

%

   

0.65

%

 

$

512,207

     

195

%(c)

 
Year Ended
March 31, 2018
   

(0.13

)

 

$

11.22

     

8.48

%

   

0.65

%

   

1.50

%

   

0.65

%

 

$

487,599

     

75

%(b)

 
Year Ended
March 31, 2017
   

(0.14

)

 

$

10.46

     

11.72

%

   

0.64

%(e)

   

1.37

%

   

0.64

%

 

$

462,794

     

125

%

 

See notes to financial statements.


15


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Target Managed Allocation Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

The Fund is not offered for sale directly to the general public and is available currently for investment only to other USAA Mutual Funds participating in a fund-of-funds investment strategy or other persons or legal entities that the Fund may approve from time to time.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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

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

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

Portfolio securities listed or traded on securities exchanges, including Exchange-Traded Funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or


16


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Exchange-Traded Funds

 

$

525,333

   

$

   

$

   

$

525,333

   

Collateral for Securities Loaned

   

62,691

     

     

     

62,691

   

Total

 

$

588,024

   

$

   

$

   

$

588,024

   

Other Financial Investments*

 

Assets:

 

Futures Contracts

 

$

3,966

   

$

   

$

   

$

3,966

   

Liabilities:

 

Futures Contracts

 

$

(1,423

)

 

$

   

$

   

$

(1,423

)

 

Total

 

$

2,543

   

$

   

$

   

$

2,543

   

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

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Investment Companies:

Exchange-Traded Funds:

The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an


17


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

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

Derivative Instruments:

Futures Contracts:

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

During the year ended March 31, 2021, the Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of March 31, 2021 (amounts in thousands):

   

Assets

 

Liabilities

 
    Variation Margin
Receivable on Open
Futures Contracts*
  Variation Margin
Payable on Open
Futures Contracts*
 

Equity Risk Exposure

 

$

3,966

   

$

1,423

   

*  Includes cumulative unrealized appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts is reported within the Statement of Assets and Liabilities.


18


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended March 31, 2021 (amounts in thousands):

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result of Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized Gains (Losses)
from Futures Contracts
  Net Change in Unrealized
Appreciation/Depreciation
on Futures Contracts
 

Equity Risk Exposure

 

$

(17,887

)

 

$

3,220

   

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Securities Lending:

The Fund, through a securities lending agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income, net of income retained by Citibank. Borrowers are required to secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are cured the next business day once the shortfall exceeds $100 thousand. Collateral may be cash, U.S. government securities, or other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. Cash collateral may be invested in high-quality short-term investments, primarily open-end investment companies. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Risks relating to securities-lending transactions include that the borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower. The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or re-pledged, except to satisfy borrower default. Cash collateral is listed on the Fund's Schedule of Portfolio Investments and Financial Statements while non-cash collateral is not included.


19


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of March 31, 2021.

Value of
Securities on Loan
 

Non-Cash Collateral

 

Cash Collateral

 
$

61,852

   

$

   

$

62,691

   

Foreign Currency Translations:

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

Foreign Taxes:

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

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

Excluding
U.S. Government Securities
 

U.S. Government Securities

 
Purchases  

Sales

 

Purchases

 

Sales

 
$

990,893

   

$

1,071,056

   

$

   

$

18,035

   


20


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

4. Affiliated Fund Ownership:

The Fund offers its shares for investment by other USAA Mutual Funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi annual reports may be viewed at vcm.com. As of March 31, 2021, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Fund

 

Ownership %

 

USAA Cornerstone Conservative Fund

   

1.2

%

 

USAA Cornerstone Equity Fund

   

2.7

%

 

USAA Target Retirement Income Fund

   

8.0

%

 

USAA Target Retirement 2030 Fund

   

24.4

%

 

USAA Target Retirement 2040 Fund

   

36.3

%

 

USAA Target Retirement 2050 Fund

   

24.1

%

 

USAA Target Retirement 2060 Fund

   

3.3

%

 

5. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annual rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.05% of average daily net assets, of the Fund Shares. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses


21


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. Transfer agent's fees for the Fund are accrued daily and paid monthly at an annualized rate of 0.05% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limit (excluding voluntary waivers) was 0.65%.

Under the terms of the agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of March 31, 2021, there are no amounts available to be repaid to the Adviser.

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

6. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely


22


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Portfolio Reallocation Risk — The Frequent changes in the allocation of the Fund's portfolio holdings portfolio holdings may result in higher portfolio turnover. In purchasing and selling securities in order to reallocate the portfolio, the Fund will pay more brokerage commissions than it would without a reallocation policy. In addition, the Fund may have a higher proportion of capital gains and a potentially lower return than a fund that does not reallocate from time to time.

ETF Risk — ETFs, which generally are registered investment companies, incur their own management and other fees and expenses, such as trustees' fees, operating expenses, registration fees, and marketing expenses, a proportionate share of which will be borne indirectly by the Fund as a shareholder in an ETF. As a result, the Fund's investment in an ETF will cause the Fund to indirectly bear the fees and expenses of the ETF and, in turn, the Fund's performance may be lower than if the Fund were to invest directly in the underlying securities held by the ETF. For investments in affiliated ETFs, the Fund's management fee is reimbursed by the Adviser to the extent of the indirect management fee incurred through the Fund's investment in the affiliated ETFs. The Adviser may have conflicts of interest in allocating assets among affiliated and unaffiliated ETFs, because the Adviser also manages and administers the affiliated ETFs, and the Adviser and its affiliates receive other fees from the affiliated ETFs. In addition, the Fund also will be subject to the risks associated with the securities or other investments held by the ETFs.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.


23


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021, it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

7. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.


24


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
March 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

9,368

     

4

     

0.58

%

 

$

15,457

   

*  For the year ended March 31, 2021, based on the number of days borrowings were outstanding.

8. Federal Income Tax Information:

The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 
   

Distributions Paid from

     

Distributions Paid from

     


  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 
       

$

22,170

   

$

8,577

   

$

30,747

   

$

24,166

   

$

1,771

   

$

25,937

   


25


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

17,936

   

$

33,295

   

$

51,231

   

$

61,522

   

$

112,753

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

As of March 31, 2021, the Fund had no capital loss carryforwards, for federal income tax purposes.

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments for
Federal Tax
Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

526,305

   

$

62,638

   

$

(1,116

)

 

$

61,522

   


26


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Target Managed Allocation Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Target Managed Allocation Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


27


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


28


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


29


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


30


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


31


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director, Investment Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021) Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) ((March 2010-March 2021)); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


32


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


33


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Example

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 
$

1,000.00

   

$

1,166.00

   

$

1,021.74

   

$

3.46

   

$

3.23

     

0.64

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


34


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Short-Term
Capital Gain
Distributions
  Long-Term
Capital Gain
Distributions
 
       

$

18,212

   

$

8,577

   


35


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Target Managed Allocation Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of


36


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services, as well as any fee waivers and reimbursements—was above the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one- and three-year periods ended September 30, 2020, and was above the average of its performance universe and below its Lipper index for the five-year period ended September 30, 2020.


37


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


38


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


39


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

   

(800

) 235-8396

 

98358-0521


MARCH 31, 2021

Annual Report

USAA Tax Exempt Long-Term Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

9

   

Financial Statements

 

Statement of Assets and Liabilities

    29    

Statement of Operations

    30    

Statements of Changes in Net Assets

    31    

Financial Highlights

    34    

Notes to Financial Statements

   

36

   
Report of Independent
Registered Public Accounting Firm
   

46

   

Supplemental Information (Unaudited)

   

47

   

Trustees' and Officers' Information

    47    

Proxy Voting and Portfolio Holdings Information

    53    

Expense Examples

    53    

Additional Federal Income Tax Information

    54    

Advisory Contract Agreement

    55    

Liquidity Risk Management Program

    58

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA Tax Exempt Long-Term Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares and Class A (effective June 29, 2020, the Adviser Shares were were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended March 31, 2021, the Fund Shares and Class A had a total return of 7.00% and 6.80%, respectively, versus an average return of 6.74% amongst the funds in the Lipper General & Insured Municipal Debt Funds category. This compares to returns of 7.54% for the Lipper General & Insured Municipal

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund (continued)

Manager's Commentary (continued)

Debt Funds Index and 5.51% for the Bloomberg Barclays Municipal Bond Index. The Institutional Shares commenced operations on June 29, 2020, and from that time through March 31, 2021, had a total return of 4.71%.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of longer-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA Tax Exempt Long-Term Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

 

Institutional Shares

 

Class A

     

 

INCEPTION DATE

 

3/19/82

 

6/29/20

 

8/1/10

     

 

  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Barclays
Municpal
Bond Index1
  Lipper
General &
Insured
Municipal
Debt
Funds Index2
 

One Year

   

7.00

%

   

NA

     

6.80

%

   

4.43

%

   

5.51

%

   

7.54

%

 

Five Year

   

3.64

%

   

NA

     

3.39

%

   

2.92

%

   

3.49

%

   

3.72

%

 

Ten Year

   

5.25

%

   

NA

     

4.95

%

   

4.71

%

   

4.54

%

   

5.03

%

 

Since Inception

   

NA

     

4.71

%

   

NA

     

NA

     

NA

     

NA

   

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

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

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

USAA Tax Exempt Long-Term Fund — Growth of $10,000

1 The unmanaged, broad-based Bloomberg Barclays Municipal Bond Index tracks total return performance for the long-term, investment-grade, tax-exempt bond market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2 The unmanaged Lipper General & Insured Municipal Debt Funds Index measures the Fund's performance to that of the Lipper General & Insured Municipal Debt Funds category. This index does not include the effect of sales charges, commmissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with interest income that is exempt from federal income tax.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Hospital

   

18.0

%

 

General Obligation

   

13.1

%

 

Education

   

11.8

%

 

Nursing/CCRC

   

9.2

%

 

Special Assessment/Tax/Fee

   

7.1

%

 

Toll Road

   

6.5

%

 

Escrowed Bonds

   

4.7

%

 

Water/Sewer Utility

   

4.1

%

 

Multifamily Housing

   

4.0

%

 

Oil & Gas Refining & Marketing

   

3.9

%

 

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


7


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund (continued)
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


8


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.1%)

 

Utilities (0.1%):

 

Energy Harbor Corp. (a)

   

67,456

   

$

1,811

   

Total Common Stocks (Cost $1,678)

   

1,811

   

Municipal Bonds (98.9%)

 

Alabama (1.0%):

 
Homewood Educational Building Authority Revenue, 5.00%, 12/1/47,
Continuously Callable @ 100
 

$

4,500

     

5,167

   
Montgomery Medical Clinic Board Revenue, 5.00%, 3/1/36, Continuously
Callable @ 100
   

1,750

     

1,988

   

The Lower Alabama Gas District Revenue, Series A, 5.00%, 9/1/46

   

11,500

     

16,342

   
     

23,497

   

Arizona (3.0%):

 
Apache County IDA Revenue, Series A, 4.50%, 3/1/30, Continuously
Callable @ 100
   

5,000

     

5,179

   

Arizona Health Facilities Authority Revenue

 

5.00%, 2/1/42, Continuously Callable @ 100

   

6,000

     

6,214

   

1.90% (MUNIPSA+185bps), 2/1/48, (Put Date 2/1/23) (b) (h)

   

5,000

     

5,131

   

Arizona IDA Revenue, 5.00%, 7/1/52, Continuously Callable @ 100

   

1,725

     

1,970

   
City of Phoenix Civic Improvement Corp. Revenue (INS — National Public
Finance Guarantee Corp.)
 

Series B, 5.50%, 7/1/29

   

1,000

     

1,295

   

Series B, 5.50%, 7/1/30

   

1,500

     

1,973

   

Maricopa County IDA Revenue, 5.00%, 7/1/47, Continuously Callable @ 100

   

1,600

     

1,748

   
Maricopa County Pollution Control Corp. Revenue, Series A, 0.14%, 6/1/43,
Callable 5/3/21 @ 100 (c)
   

19,300

     

19,300

   
Pinal County Electric District No. 3 Revenue, 4.00%, 7/1/41, Continuously
Callable @ 100
   

10,000

     

11,084

   

The City of Phoenix IDA Revenue

 

5.00%, 7/1/41, Continuously Callable @ 100

   

1,200

     

1,316

   

5.00%, 7/1/42, Continuously Callable @ 100

   

1,250

     

1,411

   

5.00%, 7/1/44, Continuously Callable @ 100

   

6,000

     

6,445

   

The Pima County IDA Revenue

 

4.00%, 9/1/29, Continuously Callable @ 100

   

3,000

     

3,192

   

5.00%, 6/15/52, Continuously Callable @ 100 (d)

   

2,000

     

2,017

   
The Prima County IDA Revenue, Series A, 4.50%, 6/1/30, Continuously
Callable @ 100
   

2,685

     

2,807

   

The Yavapai County IDA Revenue, 4.00%, 8/1/43, Continuously Callable @ 100

   

1,725

     

1,887

   
     

72,969

   

Arkansas (0.2%):

 
Arkansas Development Finance Authority Revenue (INS — AMBAC
Assurance Corp.)
 

7/1/28 (e)

   

1,000

     

894

   

7/1/29 (e)

   

1,165

     

1,013

   

7/1/30 (e)

   

1,150

     

973

   

7/1/36 (e)

   

2,500

     

1,676

   
     

4,556

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

California (6.8%):

 
California Health Facilities Financing Authority Revenue, 5.00%, 11/15/56,
Continuously Callable @ 100
 

$

1,000

   

$

1,198

   
California Municipal Finance Authority Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8061, 0.58%, 1/1/60, Callable 1/1/37 @ 100 (c) (d)
   

5,000

     

5,000

   

California State Public Works Board Revenue

 

5.00%, 6/1/31, Continuously Callable @ 100

   

2,950

     

3,241

   

Series B, 5.00%, 10/1/30, Pre-refunded 10/1/21 @ 100

   

2,000

     

2,048

   

Series B, 5.00%, 10/1/31, Pre-refunded 10/1/21 @ 100

   

1,110

     

1,136

   

Series B, 5.00%, 10/1/39, Continuously Callable @ 100

   

3,500

     

3,991

   

Series D, 5.00%, 12/1/29, Continuously Callable @ 100

   

2,500

     

2,580

   

Series D, 5.00%, 12/1/31, Continuously Callable @ 100

   

2,000

     

2,063

   
California Statewide Communities Development Authority Revenue
(LIQ — Deutsche Bank A.G.)
 

0.71%, 4/1/52, Callable 5/10/21 @ 100 (c) (d)

   

3,245

     

3,245

   

Series DBE-8065, 0.58%, 11/1/52, Callable 11/1/21 @ 100 (c) (d)

   

10,000

     

10,000

   

Cerritos Community College District, GO

 

Series D, 8/1/31 (e)

   

1,000

     

835

   

Series D, 8/1/32 (e)

   

2,500

     

2,030

   

Series D, 8/1/33 (e)

   

2,175

     

1,716

   

Series D, 8/1/34 (e)

   

1,000

     

765

   

Series D, 8/1/35 (e)

   

1,500

     

1,113

   

Series D, 8/1/36 (e)

   

2,200

     

1,583

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.58%, 12/1/52, Callable 12/1/21 @ 100 (c) (d)
   

13,000

     

13,000

   
Coachella Valley Unified School District, GO (INS — Assured Guaranty Municipal
Corp.), Series D, 8/1/41 (e)
   

8,500

     

4,931

   

El Camino Community College District, GO

 

Series C, 8/1/34 (e)

   

3,000

     

2,332

   

Series C, 8/1/38 (e)

   

3,000

     

1,997

   
El Monte Union High School District, GO (INS — Assured Guaranty Municipal
Corp.), 6/1/42 (e)
   

10,000

     

5,560

   
Golden State Tobacco Securitization Corp. Revenue, Series A, 5.00%, 6/1/30,
Continuously Callable @ 100
   

2,000

     

2,185

   
Indio Redevelopment Agency Successor Agency Tax Allocation, Series A,
5.25%, 8/15/35, Continuously Callable @ 100
   

1,580

     

1,586

   

Los Alamitos Unified School District Certificate of Participation

 

8/1/34, Continuously Callable @ 100 (f)

   

1,200

     

1,361

   

8/1/42, Continuously Callable @ 100 (g)

   

4,500

     

4,848

   
Monterey Peninsula Unified School District, GO (INS-Assured Guaranty
Municipal Corp.), Series A, 5.50%, 8/1/34, Pre-refunded 8/1/21 @ 100
   

3,000

     

3,052

   
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8072, 0.58%, 1/1/52, Callable 4/15/21 @ 100 (c) (d)
   

5,000

     

5,000

   

Paramount Unified School District, GO

 

8/1/34 (e)

   

1,860

     

1,426

   

8/1/35 (e)

   

2,000

     

1,483

   

8/1/36 (e)

   

2,750

     

1,971

   

8/1/37 (e)

   

2,750

     

1,910

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Sacramento City Schools Joint Powers Financing Authority Revenue
(INS — Build America Mutual Assurance Co.)
 

Series A, 5.00%, 3/1/36, Continuously Callable @ 100

 

$

2,560

   

$

2,785

   

Series A, 5.00%, 3/1/40, Continuously Callable @ 100

   

2,000

     

2,157

   
San Diego Public Facilities Financing Authority Revenue, Series A,
5.00%, 10/15/44, Continuously Callable @ 100
   

2,500

     

2,900

   

San Ysidro School District, GO (INS — Assured Guaranty Municipal Corp.)

 

Series G, 8/1/36 (e)

   

13,605

     

9,972

   

Series G, 8/1/37 (e)

   

14,285

     

10,171

   
Santa Ana Unified School District Certificate of Participation (INS — Assured
Guaranty Municipal Corp.), 4/1/29 (e)
   

15,000

     

12,340

   

State of California, GO

 

5.25%, 4/1/35, Continuously Callable @ 100

   

8,000

     

8,390

   

5.00%, 2/1/38, Continuously Callable @ 100

   

6,750

     

7,299

   

5.00%, 10/1/47, Continuously Callable @ 100

   

5,000

     

5,893

   
Stockton Unified School District, GO (INS — Assured Guaranty Municipal Corp.),
Series D, 8/1/34 (e)
   

8,885

     

6,650

   
     

163,743

   

Colorado (2.3%):

 

Colorado Educational & Cultural Facilities Authority Revenue

 

4.00%, 12/1/48, Continuously Callable @ 100

   

2,500

     

2,740

   

5.00%, 4/1/53, Continuously Callable @ 100

   

750

     

896

   

Series A, 5.25%, 4/1/43, Continuously Callable @ 100

   

2,500

     

2,664

   

Colorado Health Facilities Authority Revenue

 

5.00%, 12/1/42, Pre-refunded 6/1/22 @ 100

   

5,000

     

5,278

   

5.00%, 6/1/45, Pre-refunded 6/1/25 @ 100

   

6,000

     

7,117

   

5.00%, 6/1/47, Pre-refunded 6/1/27 @ 100

   

1,250

     

1,573

   

Series A, 4.00%, 8/1/49, Continuously Callable @ 100

   

2,500

     

2,817

   

Series A, 4.00%, 9/1/50, Continuously Callable @ 100

   

1,500

     

1,667

   

Series A, 4.00%, 12/1/50, Continuously Callable @ 103

   

7,250

     

7,738

   
Denver Health & Hospital Authority Revenue, Series A, 4.00%, 12/1/40,
Continuously Callable @ 100
   

750

     

861

   
E-470 Public Highway Authority Revenue (INS — National Public Finance
Guarantee Corp.), Series B, 9/1/35, Continuously Callable @ 64 (e)
   

10,000

     

5,811

   

Park Creek Metropolitan District Revenue

 

5.00%, 12/1/45, Continuously Callable @ 100

   

1,000

     

1,132

   

5.00%, 12/1/46, Continuously Callable @ 100

   

2,500

     

2,826

   

5.00%, 12/1/51, Continuously Callable @ 100

   

2,000

     

2,244

   
Rampart Range Metropolitan District No. 1 Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 12/1/47, Continuously Callable @ 100
   

4,000

     

4,784

   
Regional Transportation District Certificate of Participation, Series A,
5.00%, 6/1/44, Continuously Callable @ 100
   

5,000

     

5,446

   
Southlands Metropolitan District No. 1, GO, Series A-1, 5.00%, 12/1/47,
Continuously Callable @ 100
   

1,000

     

1,080

   
     

56,674

   

Connecticut (0.6%):

 
Connecticut State Health & Educational Facilities Authority Revenue,
Series A, 4.00%, 7/1/49, Continuously Callable @ 100
   

3,000

     

3,286

   

Mashantucket Western Pequot Tribe Revenue, 6.05%, 7/1/31

   

59,890

     

1,737

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

State of Connecticut, GO

 

Series A, 5.00%, 4/15/38, Continuously Callable @ 100

 

$

5,500

   

$

6,730

   

Series A, 5.00%, 4/15/39, Continuously Callable @ 100

   

1,550

     

1,925

   
     

13,678

   

District of Columbia (1.5%):

 
District of Columbia Housing Finance Agency Revenue (LIQ — Deutsche
Bank A.G.), Series DBE-8070, 0.58%, 8/1/40, Callable 1/1/32 @ 105 (c) (d)
   

7,500

     

7,500

   

District of Columbia Revenue

 

5.00%, 7/1/36, Pre-refunded 7/1/22 @ 100

   

1,305

     

1,378

   

5.00%, 7/1/42, Pre-refunded 7/1/22 @ 100

   

1,500

     

1,581

   

6.00%, 7/1/43, Pre-refunded 7/1/23 @ 100

   

1,700

     

1,921

   

6.00%, 7/1/48, Pre-refunded 7/1/23 @ 100

   

1,450

     

1,638

   

5.00%, 7/1/49, Continuously Callable @ 100

   

1,275

     

1,471

   

5.00%, 7/1/54, Continuously Callable @ 100

   

1,140

     

1,310

   
Metropolitan Washington Airports Authority Dulles Toll Road Revenue,
5.00%, 10/1/53, Continuously Callable @ 100
   

10,000

     

10,388

   
Washington Convention & Sports Authority Tax Allocation, 5.00%, 10/1/40,
Continuously Callable @ 100
   

10,000

     

10,021

   
     

37,208

   

Florida (7.5%):

 
Alachua County Health Facilities Authority Revenue, 4.00%, 12/1/49,
Continuously Callable @ 100
   

7,000

     

7,859

   

City of Atlantic Beach Revenue

 

Series A, 5.00%, 11/15/53, Continuously Callable @ 103

   

2,000

     

2,220

   

Series B, 5.63%, 11/15/43, Continuously Callable @ 100

   

7,000

     

7,700

   

City of Jacksonville Revenue

 

5.00%, 10/1/29, Continuously Callable @ 100

   

2,270

     

2,431

   

4.00%, 11/1/45, Continuously Callable @ 100

   

2,500

     

2,817

   

City of Lakeland Revenue

 

5.00%, 9/1/37, Continuously Callable @ 100

   

500

     

528

   

5.00%, 9/1/42, Continuously Callable @ 100

   

1,000

     

1,053

   

City of Pompano Beach Revenue, 4.00%, 9/1/50, Continuously Callable @ 103

   

8,000

     

8,487

   
County of Miami-Dade Rickenbacker Causeway Revenue, 5.00%, 10/1/43,
Continuously Callable @ 100
   

1,750

     

1,938

   
County of Miami-Dade Water & Sewer System Revenue, Series B, 4.00%,
10/1/49, Continuously Callable @ 100
   

22,000

     

25,275

   
County of Polk Florida Utility System Revenue, 4.00%, 10/1/43, Continuously
Callable @ 100
   

2,000

     

2,372

   

Escambia County Health Facilities Authority Revenue

 

4.00%, 8/15/45, Continuously Callable @ 100

   

5,050

     

5,602

   

4.00%, 8/15/50, Continuously Callable @ 100

   

6,265

     

6,951

   

Florida Development Finance Corp. Revenue

 

4.00%, 7/1/45, Continuously Callable @ 100

   

600

     

637

   

4.00%, 7/1/55, Continuously Callable @ 100

   

500

     

529

   

Series A, 5.00%, 6/15/55, Continuously Callable @ 100

   

1,500

     

1,651

   

Florida Higher Educational Facilities Financial Authority Revenue

 

5.00%, 3/1/44, Continuously Callable @ 100

   

4,280

     

4,703

   

4.00%, 10/1/44, Continuously Callable @ 100

   

1,400

     

1,470

   

5.00%, 3/1/49, Continuously Callable @ 100

   

1,250

     

1,362

   

4.00%, 10/1/49, Continuously Callable @ 100

   

1,150

     

1,197

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 4/1/32, Pre-refunded 4/1/22 @ 100

 

$

600

   

$

628

   

Series A, 5.25%, 4/1/42, Pre-refunded 4/1/22 @ 100

   

1,500

     

1,575

   
Florida Municipal Loan Council Revenue (INS — Assured Guaranty Municipal
Corp.), Series D, 5.25%, 10/1/33, Continuously Callable @ 100
   

2,500

     

2,560

   
Halifax Hospital Medical Center Revenue, 5.00%, 6/1/46, Continuously
Callable @ 100
   

3,000

     

3,380

   

Lee County IDA Revenue

 

5.75%, 10/1/42, Pre-refunded 10/1/22 @ 100

   

4,000

     

4,328

   

5.50%, 10/1/47, Pre-refunded 10/1/22 @ 102

   

5,000

     

5,491

   

5.00%, 11/15/49, Continuously Callable @ 103

   

12,350

     

13,971

   
Lee Memorial Health System Revenue, Series A-1, 4.00%, 4/1/49,
Continuously Callable @ 100
   

4,500

     

5,044

   

Miami-Dade County Expressway Authority Revenue

 

Series A, 5.00%, 7/1/39, Continuously Callable @ 100

   

5,000

     

5,647

   

Series A, 5.00%, 7/1/40, Continuously Callable @ 100

   

5,000

     

5,017

   
Miami-Dade County Health Facilities Authority Revenue, 4.00%, 8/1/47,
Continuously Callable @ 100
   

2,000

     

2,192

   
Orange County Health Facilities Authority Revenue, Series B, 4.00%, 10/1/45,
Continuously Callable @ 100
   

1,500

     

1,645

   

Palm Beach County Health Facilities Authority Revenue

 

5.00%, 11/15/45, Continuously Callable @ 103

   

150

     

167

   

5.00%, 5/15/47, Continuously Callable @ 100

   

5,000

     

5,623

   

Series B, 5.00%, 11/15/42, Continuously Callable @ 103

   

1,000

     

1,156

   

Palm Beach County Solid Waste Authority Revenue

 

5.00%, 10/1/31, Pre-refunded 10/1/21 @ 100

   

155

     

159

   

5.00%, 10/1/31, Continuously Callable @ 100

   

9,845

     

10,071

   

Pinellas County Educational Facilities Authority Revenue

 

5.00%, 10/1/27, Continuously Callable @ 100

   

1,000

     

1,055

   

5.25%, 10/1/30, Continuously Callable @ 100

   

1,000

     

1,057

   

6.00%, 10/1/41, Continuously Callable @ 100

   

3,650

     

3,729

   

Polk County IDA Revenue

 

5.00%, 1/1/49, Continuously Callable @ 103

   

1,000

     

1,072

   

5.00%, 1/1/55, Continuously Callable @ 103

   

1,000

     

1,070

   
Sarasota County Health Facilities Authority Revenue, 5.00%, 5/15/48,
Continuously Callable @ 103
   

1,835

     

2,039

   

St. Johns County IDA Revenue, 4.00%, 8/1/55, Continuously Callable @ 103

   

6,000

     

6,363

   

Tampa Housing Authority Revenue, 4.85%, 7/1/36, Callable 5/1/21 @ 100

   

2,200

     

2,205

   
Tampa-Hillsborough County Expressway Authority Revenue, Series B,
5.00%, 7/1/42, Pre-refunded 7/1/22 @ 100
   

3,050

     

3,235

   
Volusia County Educational Facility Authority Revenue, Series B, 5.00%,
10/15/45, Pre-refunded 4/15/25 @ 100
   

2,000

     

2,359

   
Volusia County Educational Facility Authority Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 10/15/29,
Pre-refunded 10/15/21 @ 100
   

2,350

     

2,410

   
     

182,030

   

Georgia (1.6%):

 
Gainesville & Hall County Hospital Authority Revenue, 4.00%, 2/15/45,
Continuously Callable @ 100
   

15,000

     

17,109

   
Glynn-Brunswick Memorial Hospital Authority Revenue, 5.00%, 8/1/47,
Continuously Callable @ 100
   

1,500

     

1,722

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Main Street Natural Gas, Inc. Revenue, Series A, 5.00%, 5/15/49

 

$

3,000

   

$

4,358

   
Private Colleges & Universities Authority Revenue, Series A, 5.00%, 10/1/32,
Continuously Callable @ 100
   

1,600

     

1,631

   
The Development Authority of Monroe County Revenue, 0.11%, 11/1/48,
Continuously Callable @ 100 (c)
   

700

     

700

   
Valdosta Housing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series 2020-XF1089, 0.35%, 4/1/60, Callable 4/1/35 @ 100 (c) (d)
   

13,325

     

13,325

   
     

38,845

   

Illinois (13.2%):

 
Bureau County Township High School District No. 502, GO (INS — Build
America Mutual Assurance Co.)
 

Series A, 5.00%, 12/1/38, Continuously Callable @ 100

   

1,555

     

1,867

   

Series A, 5.00%, 12/1/39, Continuously Callable @ 100

   

1,400

     

1,680

   
Bureau County Township High School District No. 502, GO (INS-Build America
Mutual Assurance Co.), Series A, 5.00%, 12/1/37, Continuously Callable @ 100
   

1,530

     

1,843

   
Chicago Board of Education, GO, Series H, 5.00%, 12/1/36, Continuously
Callable @ 100
   

5,000

     

5,806

   
Chicago Board of Education, GO (LIQ — Deutsche Bank A.G.),
Series 2017-XM0188, 0.20%, 12/1/39, Callable 12/1/21 @ 100 (c) (d)
   

4,000

     

4,000

   

Chicago Midway International Airport Revenue

 

Series B, 5.00%, 1/1/41, Continuously Callable @ 100

   

2,500

     

2,865

   

Series B, 5.00%, 1/1/46, Continuously Callable @ 100

   

3,500

     

3,982

   

Chicago O'Hare International Airport Revenue

 

5.75%, 1/1/43, Continuously Callable @ 100

   

5,000

     

5,296

   

Series C, 4.00%, 1/1/38, Continuously Callable @ 100

   

1,000

     

1,159

   

Series C, 5.00%, 1/1/41, Continuously Callable @ 100

   

5,000

     

5,915

   

Chicago Park District, GO

 

Series A, 5.00%, 1/1/40, Continuously Callable @ 100

   

3,000

     

3,361

   

Series F-2, 5.00%, 1/1/40, Continuously Callable @ 100

   

1,125

     

1,347

   

City of Chicago Special Assessment, 6.75%, 12/1/32, Continuously Callable @ 100

   

3,924

     

3,934

   

City of Chicago Wastewater Transmission Revenue

 

5.00%, 1/1/44, Continuously Callable @ 100

   

4,000

     

4,438

   

Series A, 5.00%, 1/1/47, Continuously Callable @ 100

   

3,000

     

3,471

   

Series C, 5.00%, 1/1/39, Continuously Callable @ 100

   

3,000

     

3,399

   
City of Chicago Waterworks Revenue, 5.00%, 11/1/44, Continuously
Callable @ 100
   

3,000

     

3,360

   
City of Springfield Electric Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 3/1/40, Continuously Callable @ 100
   

3,000

     

3,453

   
Cook County Community College District No. 508, GO (INS-Build America
Mutual Assurance Co.), 5.00%, 12/1/47, Continuously Callable @ 100
   

9,500

     

11,018

   
County of Cook Sales Tax Revenue, 5.00%, 11/15/38, Continuously
Callable @ 100
   

7,750

     

9,471

   

County of Will, GO, 4.00%, 11/15/47, Continuously Callable @ 100

   

2,000

     

2,338

   

Illinois Finance Authority Revenue

 

3.90%, 3/1/30, Continuously Callable @ 100

   

14,000

     

15,467

   

5.50%, 4/1/32, Continuously Callable @ 100

   

7,065

     

7,080

   

4.00%, 2/1/33, Continuously Callable @ 100

   

6,000

     

6,411

   

5.00%, 5/15/37, Continuously Callable @ 100

   

700

     

764

   

4.00%, 3/1/38, Continuously Callable @ 100

   

2,000

     

2,226

   

4.00%, 2/15/41, Pre-refunded 2/15/27 @ 100

   

20

     

24

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 8/1/42, Continuously Callable @ 100

 

$

750

   

$

846

   

6.00%, 7/1/43, Continuously Callable @ 100

   

5,000

     

5,552

   

5.00%, 1/1/44, Continuously Callable @ 100

   

10,000

     

12,017

   

5.00%, 8/15/44, Continuously Callable @ 100

   

2,000

     

2,231

   

4.00%, 12/1/46, Continuously Callable @ 100

   

4,500

     

4,865

   

5.00%, 2/15/47, Continuously Callable @ 100

   

1,000

     

1,085

   

5.00%, 5/15/47, Continuously Callable @ 100

   

1,155

     

1,240

   

5.00%, 8/1/47, Continuously Callable @ 100

   

750

     

844

   

5.00%, 12/1/47, Continuously Callable @ 100

   

2,000

     

2,232

   

5.00%, 10/1/49, Continuously Callable @ 100

   

1,250

     

1,506

   

5.00%, 2/15/50, Continuously Callable @ 100

   

500

     

540

   

5.00%, 10/1/51, Continuously Callable @ 100

   

1,000

     

1,203

   

4.00%, 10/1/55, Continuously Callable @ 100

   

2,000

     

2,222

   

Series A, 6.00%, 10/1/32, Pre-refunded 4/1/21 @ 100

   

8,000

     

8,000

   

Series A, 4.00%, 7/1/38, Continuously Callable @ 100

   

5,000

     

5,512

   

Series A, 4.00%, 10/1/40, Continuously Callable @ 100

   

12,395

     

13,837

   

Series C, 4.00%, 2/15/41, Pre-refunded 2/15/27 @ 100

   

485

     

578

   

Series C, 4.00%, 2/15/41, Continuously Callable @ 100

   

10,495

     

11,706

   
Illinois State Toll Highway Authority Revenue, Series A, 4.00%, 1/1/44,
Continuously Callable @ 100
   

4,000

     

4,520

   
Metropolitan Pier & Exposition Authority Revenue, 5.00%, 6/15/42,
Continuously Callable @ 100
   

2,000

     

2,440

   
Northern Illinois Municipal Power Agency Revenue, Series A, 4.00%, 12/1/41,
Continuously Callable @ 100
   

9,000

     

10,001

   
Northern Illinois University Revenue (INS — Build America Mutual Assurance
Co.), Series B, 4.00%, 4/1/41, Continuously Callable @ 100
   

600

     

673

   
Railsplitter Tobacco Settlement Authority Revenue, 5.50%, 6/1/23,
Pre-refunded 6/1/21 @ 100
   

10,000

     

10,084

   
Regional Transportation Authority Revenue (INS — National Public Finance
Guarantee Corp.), 6.50%, 7/1/30
   

37,550

     

50,959

   

Sangamon County Water Reclamation District, GO

 

Series A, 4.00%, 1/1/49, Continuously Callable @ 100

   

15,000

     

16,553

   

Series A, 5.75%, 1/1/53, Continuously Callable @ 100

   

2,000

     

2,366

   

State of Illinois, GO

 

5.50%, 5/1/39, Continuously Callable @ 100

   

2,275

     

2,826

   

Series A, 5.00%, 10/1/33, Continuously Callable @ 100

   

2,000

     

2,368

   

State of Illinois, GO (INS — Assured Guaranty Municipal Corp.)

 

4.00%, 2/1/31, Continuously Callable @ 100

   

1,000

     

1,117

   

4.00%, 2/1/32, Continuously Callable @ 100

   

1,000

     

1,110

   

Series A, 5.00%, 4/1/29, Continuously Callable @ 100

   

8,000

     

8,701

   
University of Illinois Revenue, Series A, 5.13%, 4/1/36, Continuously
Callable @ 100
   

1,000

     

1,004

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.), Series A,
5.00%, 12/1/46, Continuously Callable @ 100
   

10,000

     

11,646

   
     

318,359

   

Indiana (1.7%):

 
Evansville Redevelopment Authority Revenue (INS — Build America Mutual
Assurance Co.), 4.00%, 2/1/38, Continuously Callable @ 100
   

5,540

     

6,210

   
Evansville Redevelopment Authority Revenue (INS-Build America Mutual
Assurance Co.), 4.00%, 2/1/39, Continuously Callable @ 100
   

3,605

     

4,029

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Indiana Finance Authority Revenue

 

5.00%, 2/1/40, Continuously Callable @ 100

 

$

1,495

   

$

1,666

   

5.00%, 11/15/43, Continuously Callable @ 103

   

1,970

     

2,215

   

5.00%, 10/1/44, Pre-refunded 10/1/23 @ 100

   

4,000

     

4,472

   

5.00%, 11/15/48, Continuously Callable @ 103

   

3,895

     

4,332

   

Series A, 5.00%, 6/1/39, Continuously Callable @ 100

   

5,000

     

5,128

   

Series A, 5.50%, 4/1/46, Continuously Callable @ 100

   

5,000

     

5,733

   
Richmond Hospital Authority Revenue, 5.00%, 1/1/39, Continuously
Callable @ 100
   

7,000

     

7,980

   
     

41,765

   

Iowa (0.6%):

 

Iowa Finance Authority Revenue

 

2.88%, 5/15/49, Continuously Callable @ 100

   

1,500

     

1,503

   

Series A, 5.00%, 5/15/43, Continuously Callable @ 100

   

6,235

     

7,169

   

Series B, 5.00%, 2/15/48, Continuously Callable @ 100

   

4,000

     

4,816

   
     

13,488

   

Kansas (0.5%):

 
City of Coffeyville Electric System Revenue (INS-National Public Finance
Guarantee Corp.), Series B, 5.00%, 6/1/42, Pre-refunded 6/1/25 @ 100 (d)
   

2,500

     

2,960

   

City of Lawrence Revenue, 5.00%, 7/1/48, Continuously Callable @ 100

   

5,000

     

5,835

   
Wyandotte County-Kansas City Unified Government Utility System Revenue,
Series A, 5.00%, 9/1/45, Continuously Callable @ 100
   

2,000

     

2,275

   
     

11,070

   

Kentucky (0.5%):

 

City of Ashland Revenue, 5.00%, 2/1/40, Continuously Callable @ 100

   

1,000

     

1,091

   

Kentucky Economic Development Finance Authority Revenue

 

5.00%, 5/15/46, Continuously Callable @ 100

   

5,500

     

5,558

   

Series B, 5.00%, 8/15/41, Continuously Callable @ 100

   

3,000

     

3,597

   
Kentucky Economic Development Finance Authority Revenue (INS — Assured
Guaranty Municipal Corp.), 4.00%, 12/1/41, Continuously Callable @ 100
   

500

     

567

   
Kentucky Economic Development Finance Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 12/1/45, Continuously
Callable @ 100
   

2,000

     

2,428

   
     

13,241

   

Louisiana (3.9%):

 

City of Shreveport Water & Sewer Revenue

 

5.00%, 12/1/40, Continuously Callable @ 100

   

1,000

     

1,142

   

Series B, 5.00%, 12/1/41, Continuously Callable @ 100

   

5,500

     

6,396

   

Series B, 4.00%, 12/1/49, Continuously Callable @ 100

   

1,000

     

1,110

   
City of Shreveport Water & Sewer Revenue (INS — Assured Guaranty
Municipal Corp.), Series B, 5.00%, 12/1/41, Continuously Callable @ 100
   

2,100

     

2,499

   
City of Shreveport Water & Sewer Revenue (INS — Build America Mutual
Assurance Co.), Series B, 4.00%, 12/1/37, Continuously Callable @ 100
   

1,100

     

1,238

   
Jefferson Sales Tax District Revenue, Series B, 4.00%, 12/1/42, Continuously
Callable @ 100
   

7,000

     

8,051

   
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue, 3.50%, 11/1/32, Continuously
Callable @ 100
   

6,250

     

6,804

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 10/1/48, Continuously Callable @ 100
 

$

5,000

   

$

5,752

   
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue (INS-Assured Guaranty Municipal Corp.)
 

5.00%, 10/1/39, Continuously Callable @ 100

   

1,685

     

2,048

   

4.00%, 10/1/46, Continuously Callable @ 100

   

8,210

     

8,842

   

Louisiana Public Facilities Authority Revenue

 

4.00%, 5/15/41, Pre-refunded 5/15/26 @ 100

   

15

     

18

   

4.00%, 5/15/41, Continuously Callable @ 100

   

1,235

     

1,348

   

5.00%, 11/1/45, Pre-refunded 11/1/25 @ 100

   

6,000

     

7,234

   

5.00%, 5/15/46, Continuously Callable @ 100

   

5,000

     

5,847

   

4.00%, 12/15/50, Continuously Callable @ 100

   

1,000

     

1,100

   

5.00%, 7/1/52, Continuously Callable @ 100

   

400

     

456

   

4.00%, 1/1/56, Continuously Callable @ 100

   

9,000

     

9,564

   

5.00%, 7/1/57, Continuously Callable @ 100

   

2,000

     

2,274

   
Louisiana Public Facilities Authority Revenue (INS-Build America Mutual
Assurance Co.), 5.25%, 6/1/51, Continuously Callable @ 100
   

5,000

     

5,717

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put Date 6/1/22) (b)

   

6,750

     

7,025

   
State of Louisiana Gasoline & Fuels Tax Revenue, Series C, 5.00%, 5/1/45,
Continuously Callable @ 100
   

6,000

     

7,382

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 5/15/35,
Continuously Callable @ 100
   

1,500

     

1,619

   
     

93,466

   

Maine (0.4%):

 
Maine Health & Higher Educational Facilities Authority Revenue, Series A,
4.00%, 7/1/46, Continuously Callable @ 100
   

9,000

     

9,175

   

Massachusetts (1.4%):

 

Massachusetts Development Finance Agency Revenue

 

5.00%, 4/15/40, Continuously Callable @ 100

   

1,000

     

1,095

   

5.00%, 7/1/46, Continuously Callable @ 100

   

4,000

     

4,610

   

5.00%, 7/1/47, Continuously Callable @ 100

   

2,280

     

2,572

   

Series A, 5.50%, 7/1/44, Continuously Callable @ 100

   

4,000

     

3,957

   

Series A, 4.00%, 10/1/46, Continuously Callable @ 100

   

3,370

     

3,592

   

Series A, 4.00%, 6/1/49, Continuously Callable @ 100

   

1,000

     

1,113

   

Series C, 4.00%, 10/1/45, Continuously Callable @ 100

   

1,250

     

1,413

   

Series D, 5.00%, 7/1/44, Continuously Callable @ 100

   

3,000

     

3,370

   

Series E, 4.00%, 7/1/38, Continuously Callable @ 100

   

1,000

     

1,090

   

Series J2, 5.00%, 7/1/53, Continuously Callable @ 100

   

10,000

     

11,870

   
     

34,682

   

Michigan (2.3%):

 

County of Genesee, GO, Series B, 4.00%, 2/1/41, Continuously Callable @ 100

   

2,000

     

2,200

   
County of Genesee, GO (INS — Build America Mutual Assurance Co.), Series B,
5.00%, 2/1/46, Continuously Callable @ 100
   

2,900

     

3,358

   
Downriver Utility Wastewater Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 4/1/43, Continuously Callable @ 100
   

2,500

     

2,979

   
Flint Hospital Building Authority Revenue, 4.00%, 7/1/38, Continuously
Callable @ 100
   

2,500

     

2,703

   

See notes to financial statements.


17


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Jackson Public Schools, GO (NBGA — Michigan School Bond Qualification
and Loan Program)
 

5.00%, 5/1/45, Continuously Callable @ 100

 

$

6,000

   

$

7,272

   

5.00%, 5/1/48, Continuously Callable @ 100

   

3,000

     

3,627

   
Karegnondi Water Authority Revenue, 5.00%, 11/1/45, Continuously
Callable @ 100
   

2,750

     

3,250

   
Lansing Board of Water & Light Revenue, Series A, 5.00%, 7/1/37,
Pre-refunded 7/1/21 @ 100
   

4,500

     

4,553

   
Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.),
5.00%, 5/1/45, Continuously Callable @ 100
   

4,000

     

4,616

   

Michigan Finance Authority Revenue

 

5.00%, 11/1/43, Continuously Callable @ 100

   

1,000

     

1,221

   

4.00%, 2/15/47, Continuously Callable @ 100

   

8,000

     

9,061

   

4.00%, 9/1/50, Continuously Callable @ 100

   

1,000

     

1,076

   

4.00%, 11/1/55, Continuously Callable @ 100

   

4,000

     

4,538

   

Series A, 4.00%, 11/15/50, Continuously Callable @ 100

   

3,000

     

3,390

   
Michigan State Building Authority Revenue, 4.00%, 4/15/54, Continuously
Callable @ 100
   

2,000

     

2,259

   
     

56,103

   

Mississippi (0.1%):

 

County of Warren Revenue, 5.38%, 12/1/35, Continuously Callable @ 100

   

3,000

     

3,094

   

Missouri (2.8%):

 

Cape Girardeau County IDA Revenue

 

5.00%, 3/1/36, Continuously Callable @ 100

   

750

     

830

   

Series A, 6.00%, 3/1/33, Continuously Callable @ 103

   

2,210

     

2,401

   

Hannibal IDA Revenue, 5.00%, 10/1/47, Continuously Callable @ 100

   

3,000

     

3,471

   

Health & Educational Facilities Authority of the State of Missouri Revenue

 

5.00%, 5/15/40, Continuously Callable @ 103

   

5,510

     

5,980

   

5.00%, 2/1/42, Continuously Callable @ 104

   

3,500

     

3,843

   

4.00%, 2/1/48, Continuously Callable @ 100

   

10,000

     

10,475

   

Series A, 5.00%, 11/15/43, Continuously Callable @ 100

   

1,000

     

1,208

   

Series A, 4.00%, 2/15/54, Continuously Callable @ 100

   

2,500

     

2,774

   
Missouri Development Finance Board Revenue, 4.00%, 6/1/46, Continuously
Callable @ 100
   

17,775

     

19,130

   

St. Louis County IDA Revenue

 

5.88%, 9/1/43, Continuously Callable @ 100

   

5,000

     

5,341

   

5.00%, 9/1/48, Continuously Callable @ 100

   

2,000

     

2,203

   
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal
Corp.), 5.00%, 10/1/38, Continuously Callable @ 100
   

3,065

     

3,667

   
St. Louis Municipal Finance Corp. Revenue (INS — Assured Guaranty Municipal
Corp.), 5.00%, 10/1/49, Continuously Callable @ 100
   

3,000

     

3,696

   
Stoddard County IDA Revenue, Series B, 6.00%, 3/1/37, Continuously
Callable @ 103
   

1,940

     

2,099

   
     

67,118

   

Montana (0.2%):

 

City of Forsyth Revenue, 3.90%, 3/1/31, Callable 3/1/23 @ 100

   

4,000

     

4,246

   

See notes to financial statements.


18


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Nebraska (0.6%):

 

Central Plains Energy Project Revenue, Series A, 5.00%, 9/1/42

 

$

2,000

   

$

2,815

   
Douglas County Hospital Authority No. 3 Revenue, 5.00%, 11/1/48, Continuously
Callable @ 100
   

3,400

     

3,898

   
Nebraska Educational Health Cultural & Social Services Finance Authority
Revenue, 4.00%, 1/1/49, Continuously Callable @ 102
   

7,500

     

8,023

   
     

14,736

   

Nevada (0.9%):

 

City of Carson City Revenue, 5.00%, 9/1/47, Continuously Callable @ 100

   

2,775

     

3,215

   

Las Vegas Convention & Visitors Authority Revenue

 

Series C, 4.00%, 7/1/41, Continuously Callable @ 100

   

4,400

     

4,746

   

Series C, 4.00%, 7/1/46, Continuously Callable @ 100

   

12,140

     

13,021

   
     

20,982

   

New Hampshire (0.1%):

 
New Hampshire Business Finance Authority Revenue, 4.00%, 1/1/51,
Continuously Callable @ 103
   

2,500

     

2,714

   

New Jersey (5.0%):

 

New Jersey Economic Development Authority Revenue

 

1.65% (MUNIPSA+160bps), 3/1/28, Callable 3/1/23 @ 100 (h)

   

20,000

     

19,927

   

5.00%, 6/15/28, Continuously Callable @ 100

   

2,000

     

2,078

   

5.00%, 6/15/40, Continuously Callable @ 100

   

8,125

     

8,928

   

5.00%, 6/15/40, Pre-refunded 6/15/24 @ 100

   

1,875

     

2,156

   

4.00%, 11/1/44, Continuously Callable @ 100

   

3,000

     

3,292

   

4.00%, 6/15/49, Continuously Callable @ 100

   

4,000

     

4,398

   

Series A, 5.00%, 6/15/47, Continuously Callable @ 100

   

3,000

     

3,450

   

Series AAA, 5.00%, 6/15/41, Continuously Callable @ 100

   

4,000

     

4,617

   

Series B, 5.00%, 6/15/43, Continuously Callable @ 100

   

3,500

     

4,136

   

Series WW, 5.25%, 6/15/40, Continuously Callable @ 100

   

2,835

     

3,234

   

Series WW, 5.25%, 6/15/40, Pre-refunded 6/15/25 @ 100

   

165

     

198

   
New Jersey Economic Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 6/1/42, Continuously Callable @ 100
   

1,200

     

1,395

   

New Jersey Educational Facilities Authority Revenue

 

Series B, 5.00%, 9/1/36, Continuously Callable @ 100

   

5,000

     

5,787

   

Series F, 5.00%, 7/1/47, Continuously Callable @ 100

   

3,000

     

3,043

   

New Jersey Health Care Facilities Financing Authority Revenue

 

5.00%, 10/1/38, Continuously Callable @ 100

   

2,250

     

2,614

   

Series A, 5.63%, 7/1/32, Pre-refunded 7/1/21 @ 100

   

15,000

     

15,197

   
New Jersey Health Care Facilities Financing Authority Revenue (INS — Assured
Guaranty Municipal Corp.), Series A, 5.00%, 7/1/46, Continuously
Callable @ 100
   

1,250

     

1,397

   

New Jersey Transportation Trust Fund Authority Revenue

 

5.25%, 6/15/43, Continuously Callable @ 100

   

4,000

     

4,837

   

Series A, 5.00%, 12/15/36, Continuously Callable @ 100

   

2,125

     

2,560

   

Series AA, 5.25%, 6/15/41, Continuously Callable @ 100

   

2,000

     

2,280

   

Series AA, 4.00%, 6/15/50, Continuously Callable @ 100

   

3,000

     

3,328

   

Series BB, 4.00%, 6/15/50, Continuously Callable @ 100

   

15,000

     

16,337

   
New Jersey Turnpike Authority Revenue, Series A, 4.00%, 1/1/51, Continuously
Callable @ 100
   

1,000

     

1,151

   

See notes to financial statements.


19


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
South Jersey Transportation Authority Revenue, Series A, 4.00%, 11/1/50,
Continuously Callable @ 100
 

$

2,000

   

$

2,265

   
Tobacco Settlement Financing Corp. Revenue, Series A, 5.25%, 6/1/46,
Continuously Callable @ 100
   

3,000

     

3,556

   
     

122,161

   

New Mexico (0.4%):

 
New Mexico Hospital Equipment Loan Council Revenue, Series A, 5.00%, 7/1/49,
Continuously Callable @ 102
   

8,625

     

9,545

   

New York (2.4%):

 
Buffalo & Erie County Industrial Land Development Corp. Revenue,
5.38%, 10/1/41, Pre-refunded 4/1/21 @ 100
   

2,040

     

2,040

   

Metropolitan Transportation Authority Revenue

 

Series A, 11/15/32 (e)

   

5,000

     

3,913

   

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (b)

   

5,490

     

6,928

   

Series B-2A, 5.00%, 5/15/21

   

1,000

     

1,005

   

New York Liberty Development Corp. Revenue

 

5.25%, 10/1/35

   

16,130

     

22,572

   

2.80%, 9/15/69, Continuously Callable @ 100

   

1,500

     

1,451

   

New York State Dormitory Authority Revenue

 

Series A, 4.00%, 3/15/47, Continuously Callable @ 100

   

5,000

     

5,744

   

Series A, 4.00%, 9/1/50, Continuously Callable @ 100

   

3,000

     

3,342

   
New York State Thruway Authority Revenue, Series A, 5.00%, 1/1/51,
Continuously Callable @ 100
   

2,000

     

2,298

   

Triborough Bridge & Tunnel Authority Revenue

 

Series A, 11/15/31 (e)

   

5,000

     

4,046

   

Series A, 11/15/32 (e)

   

3,000

     

2,344

   

Series B, 11/15/32 (e)

   

2,500

     

2,019

   

TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41, Continuously Callable @ 100

   

1,000

     

1,158

   
     

58,860

   

North Carolina (0.2%):

 

North Carolina Medical Care Commission Revenue

 

5.00%, 1/1/49, Continuously Callable @ 104

   

2,725

     

3,018

   

Series A, 4.00%, 10/1/50, Continuously Callable @ 103

   

1,000

     

1,075

   
     

4,093

   

North Dakota (0.6%):

 

City of Fargo Revenue, 6.25%, 11/1/31, Pre-refunded 11/1/21 @ 100

   

4,685

     

4,849

   

County of Ward Revenue, Series C, 5.00%, 6/1/43, Continuously Callable @ 100

   

7,500

     

8,608

   
     

13,457

   

Ohio (2.5%):

 

City of Centerville Revenue, 5.25%, 11/1/47, Continuously Callable @ 100

   

2,700

     

2,749

   
City of Cleveland Airport System Revenue (INS — Assured Guaranty Municipal
Corp.), Series A, 5.00%, 1/1/31, Pre-refunded 1/1/22 @ 100
   

1,000

     

1,036

   
City of Middleburg Heights Revenue, Series A, 4.00%, 8/1/47, Continuously
Callable @ 100
   

2,000

     

2,279

   

County of Cuyahoga Revenue, 4.75%, 2/15/47, Continuously Callable @ 100

   

9,000

     

10,032

   
County of Franklin Revenue, Series B, 5.00%, 7/1/45, Continuously
Callable @ 103
   

5,000

     

5,712

   

County of Hamilton Revenue, 5.00%, 1/1/51, Continuously Callable @ 100

   

2,500

     

2,641

   

County of Lake Revenue, 5.63%, 8/15/29, Continuously Callable @ 100

   

320

     

321

   

See notes to financial statements.


20


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

County of Lucas Revenue, 5.25%, 11/15/48, Continuously Callable @ 100

 

$

6,000

   

$

6,886

   

County of Montgomery Revenue

 

4.00%, 11/15/42, Continuously Callable @ 100

   

2,500

     

2,774

   

4.00%, 11/15/45, Continuously Callable @ 100

   

2,000

     

2,196

   

County of Ross Revenue

 

5.00%, 12/1/44, Continuously Callable @ 100

   

3,100

     

3,797

   

5.00%, 12/1/49, Continuously Callable @ 100

   

6,000

     

7,323

   

Ohio Air Quality Development Authority Revenue, 8/1/30 (i) (j)

   

6,000

     

   
Ohio Higher Educational Facility Commission Revenue, 5.25%, 1/1/48,
Continuously Callable @ 104
   

1,000

     

967

   
Ohio Turnpike & Infrastructure Commission Revenue, 5.25%, 2/15/33,
Continuously Callable @ 100
   

2,000

     

2,175

   

State of Ohio Revenue

 

4.00%, 11/15/40, Continuously Callable @ 100

   

655

     

741

   

Series A, 4.00%, 1/15/50, Continuously Callable @ 100

   

7,000

     

7,895

   
     

59,524

   

Oklahoma (1.1%):

 
Comanche County Hospital Authority Revenue, Series A, 5.00%, 7/1/32,
Continuously Callable @ 100
   

4,200

     

4,318

   
Norman Regional Hospital Authority Revenue, 4.00%, 9/1/45, Continuously
Callable @ 100
   

3,000

     

3,287

   
Oklahoma Development Finance Authority Revenue, Series B, 5.50%, 8/15/57,
Continuously Callable @ 100
   

4,250

     

5,145

   
Oklahoma Municipal Power Authority Revenue, Series A, 4.00%, 1/1/47,
Continuously Callable @ 100
   

10,000

     

10,823

   
Tulsa County Industrial Authority Revenue, 5.25%, 11/15/45, Continuously
Callable @ 102
   

2,000

     

2,100

   
     

25,673

   

Oregon (0.4%):

 

City of Keizer Special Assessment, 5.20%, 6/1/31, Continuously Callable @ 100

   

850

     

853

   
Deschutes County Hospital Facilities Authority Revenue, 4.00%, 1/1/46,
Continuously Callable @ 100
   

2,000

     

2,141

   
Medford Hospital Facilities Authority Revenue, Series A, 4.00%, 8/15/50,
Continuously Callable @ 100
   

3,800

     

4,295

   
Salem Hospital Facility Authority Revenue, 5.00%, 5/15/53, Continuously
Callable @ 102
   

1,000

     

1,110

   
Yamhill County Hospital Authority Revenue, 5.00%, 11/15/51, Continuously
Callable @ 102
   

1,180

     

1,243

   
     

9,642

   

Pennsylvania (8.0%):

 
Adams County General Authority Revenue, 4.00%, 8/15/45, Continuously
Callable @ 100
   

7,400

     

8,513

   
Allegheny County Hospital Development Authority Revenue, 5.00%, 4/1/47,
Continuously Callable @ 100
   

6,500

     

7,598

   
Allegheny County Sanitary Authority Revenue, 5.00%, 6/1/43, Continuously
Callable @ 100
   

3,170

     

3,827

   
Allentown Commercial & IDA Revenue, 6.25%, 7/1/47, Continuously
Callable @ 100 (d)
   

5,000

     

5,204

   

See notes to financial statements.


21


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Altoona Area School District, GO (INS — Build America Mutual Assurance Co.),
5.00%, 12/1/45, Continuously Callable @ 100
 

$

1,000

   

$

1,158

   
Altoona Area School District, GO (INS-Build America Mutual Assurance Co.),
5.00%, 12/1/48, Continuously Callable @ 100
   

300

     

347

   

Armstrong School District, GO

 

Series A, 4.00%, 3/15/38, Continuously Callable @ 100

   

1,000

     

1,165

   

Series A, 4.00%, 3/15/41, Continuously Callable @ 100

   

2,250

     

2,590

   

Berks County IDA Revenue

 

5.00%, 5/15/48, Continuously Callable @ 102

   

1,000

     

1,073

   

5.00%, 11/1/50, Continuously Callable @ 100

   

8,500

     

8,729

   

Bucks County IDA Revenue, 4.00%, 8/15/50, Continuously Callable @ 100

   

3,000

     

3,300

   

Canon Mcmillan School District, GO

 

4.00%, 6/1/48, Continuously Callable @ 100

   

4,605

     

5,129

   

4.00%, 6/1/50, Continuously Callable @ 100

   

6,065

     

6,747

   
Chester County IDA Revenue, Series A, 5.25%, 10/15/47, Continuously
Callable @ 100
   

3,250

     

3,577

   
Commonwealth Financing Authority Revenue, 5.00%, 6/1/35, Continuously
Callable @ 100
   

500

     

610

   
Commonwealth of Pennsylvania Certificate of Participation, Series A,
5.00%, 7/1/43, Continuously Callable @ 100
   

1,000

     

1,193

   

County of Lehigh Revenue, 4.00%, 7/1/49, Continuously Callable @ 100

   

15,000

     

17,106

   
Delaware County Authority Revenue, 5.00%, 10/1/39, Continuously
Callable @ 100
   

2,250

     

2,591

   
Delaware River Joint Toll Bridge Commission Revenue, 5.00%, 7/1/47,
Continuously Callable @ 100
   

5,000

     

5,949

   

Montgomery County Higher Education & Health Authority Revenue

 

4.00%, 9/1/49, Continuously Callable @ 100

   

2,500

     

2,788

   

4.00%, 9/1/51, Continuously Callable @ 100

   

3,500

     

3,901

   

Montgomery County IDA Revenue

 

5.00%, 12/1/48, Continuously Callable @ 102

   

2,000

     

2,208

   

5.00%, 12/1/49, Continuously Callable @ 103

   

2,000

     

2,250

   

Northampton County General Purpose Authority Revenue

 

4.00%, 8/15/40, Continuously Callable @ 100

   

4,000

     

4,360

   

5.00%, 8/15/48, Continuously Callable @ 100

   

2,440

     

2,869

   

Northeastern Pennsylvania Hospital & Education Authority Revenue

 

5.00%, 5/1/44, Continuously Callable @ 100

   

1,000

     

1,144

   

5.00%, 5/1/49, Continuously Callable @ 100

   

1,350

     

1,530

   

Pennsylvania Higher Educational Facilities Authority Revenue

 

Series A, 5.25%, 7/15/33, Continuously Callable @ 100

   

1,970

     

2,126

   

Series A, 5.50%, 7/15/38, Continuously Callable @ 100

   

2,750

     

2,974

   

Pennsylvania Turnpike Commission Revenue

 

5.00%, 12/1/37, Continuously Callable @ 100

   

1,000

     

1,219

   

Series A, 4.00%, 12/1/49, Continuously Callable @ 100

   

5,000

     

5,648

   

Series A-1, 5.00%, 12/1/46, Continuously Callable @ 100

   

3,000

     

3,457

   

Series A-1, 5.00%, 12/1/47, Continuously Callable @ 100

   

4,000

     

4,758

   

Series A-2, 5.00%, 12/1/33, Continuously Callable @ 100

   

1,250

     

1,571

   

Series B, 5.00%, 6/1/39, Continuously Callable @ 100

   

8,000

     

9,479

   

Series B, 5.00%, 12/1/43, Continuously Callable @ 100

   

5,000

     

6,055

   

Series B, 5.25%, 12/1/44, Continuously Callable @ 100

   

10,000

     

11,558

   

Series B-1, 5.00%, 6/1/42, Continuously Callable @ 100

   

4,000

     

4,774

   

See notes to financial statements.


22


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Philadelphia School District, GO, Series A, 5.00%, 9/1/44, Continuously
Callable @ 100
 

$

10,000

   

$

12,269

   
Pittsburgh Water & Sewer Authority Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 5.00%, 9/1/44, Continuously Callable @ 100
   

5,000

     

6,151

   
Reading School District, GO (INS — Build America Mutual Assurance Co.),
Series A, 4.00%, 4/1/44, Continuously Callable @ 100
   

1,055

     

1,206

   

School District of Philadelphia, GO

 

Series B, 5.00%, 9/1/43, Continuously Callable @ 100

   

2,500

     

3,037

   

Series F, 5.00%, 9/1/37, Continuously Callable @ 100

   

1,000

     

1,189

   

Series F, 5.00%, 9/1/38, Continuously Callable @ 100

   

2,000

     

2,373

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.),
Series E, 4.00%, 12/1/37, Continuously Callable @ 100
   

1,025

     

1,167

   
Wilkes-Barre Area School District, GO (INS — Build America Mutual Assurance
Co.), 5.00%, 4/15/59, Continuously Callable @ 100
   

3,000

     

3,607

   
Wilkes-Barre Area School District, GO (INS-Build America Mutual Assurance
Co.), 4.00%, 4/15/49, Continuously Callable @ 100
   

750

     

845

   
     

192,919

   

Puerto Rico (0.1%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental Control
Facilities Authority Revenue, 5.38%, 4/1/42, Continuously Callable @ 100
   

2,000

     

2,019

   

Rhode Island (0.1%):

 
Rhode Island Health & Educational Building Corp. Revenue, 6.00%, 9/1/33,
Pre-refunded 9/1/23 @ 100
   

2,000

     

2,275

   
Rhode Island Housing & Mortgage Finance Corp. Revenue, Series 15-A,
6.85%, 10/1/24, Continuously Callable @ 100
   

180

     

181

   
     

2,456

   

South Carolina (0.6%):

 
City of Rock Hill Combined Utility System Revenue, Series A, 4.00%, 1/1/49,
Continuously Callable @ 100
   

2,500

     

2,809

   

South Carolina Jobs-Economic Development Authority Revenue

 

5.00%, 11/15/47, Continuously Callable @ 103

   

1,850

     

2,058

   

5.00%, 4/1/54, Continuously Callable @ 103

   

1,000

     

1,082

   

4.00%, 4/1/54, Continuously Callable @ 103

   

1,165

     

1,178

   
South Carolina Public Service Authority Revenue, Series E, 5.25%, 12/1/55,
Continuously Callable @ 100
   

7,000

     

8,155

   
     

15,282

   

South Dakota (0.2%):

 
Educational Enhancement Funding Corp. Revenue, Series B, 5.00%, 6/1/27,
Continuously Callable @ 100
   

500

     

549

   
South Dakota Health & Educational Facilities Authority Revenue, Series A,
5.00%, 7/1/42, Pre-refunded 7/1/21 @ 100
   

4,000

     

4,047

   
     

4,596

   

Tennessee (0.5%):

 
Greeneville Health & Educational Facilities Board Revenue, 5.00%, 7/1/44,
Continuously Callable @ 100
   

2,000

     

2,364

   
Johnson City Health & Educational Facilities Board Revenue, 5.00%, 8/15/42,
Continuously Callable @ 100
   

2,000

     

2,109

   

See notes to financial statements.


23


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue
 

5.00%, 10/1/45, Continuously Callable @ 100

 

$

1,500

   

$

1,628

   

5.00%, 7/1/46, Continuously Callable @ 100

   

4,000

     

4,702

   
Metropolitan Nashville Airport Authority Revenue, Series A, 4.00%, 7/1/54,
Continuously Callable @ 100
   

2,000

     

2,276

   
     

13,079

   

Texas (18.3%):

 
Arlington Higher Education Finance Corp. Revenue (NBGA — Texas Permanent
School Fund)
 

4.00%, 8/15/43, Continuously Callable @ 100

   

10,000

     

11,362

   

Series A, 5.00%, 2/15/41, Continuously Callable @ 100

   

3,000

     

3,436

   

Series A, 5.00%, 12/1/53, Continuously Callable @ 100

   

7,200

     

8,503

   
Arlington Higher Education Finance Corp. Revenue (NBGA-Texas Permanent
School Fund), 4.00%, 8/15/44, Continuously Callable @ 100
   

2,170

     

2,505

   

Bexar County Health Facilities Development Corp. Revenue

 

5.00%, 7/15/42, Continuously Callable @ 105

   

600

     

643

   

4.00%, 7/15/45, Continuously Callable @ 100

   

8,450

     

8,463

   

Central Texas Regional Mobility Authority Revenue

 

4.00%, 1/1/41, Continuously Callable @ 100

   

5,000

     

5,395

   

5.00%, 1/1/42, Pre-refunded 1/1/23 @ 100

   

2,500

     

2,707

   

Series A, 5.00%, 1/1/45, Continuously Callable @ 100

   

3,500

     

3,975

   

Central Texas Turnpike System Revenue

 

Series A, 5.00%, 8/15/41, Pre-refunded 8/15/22 @ 100

   

3,850

     

4,101

   

Series C, 5.00%, 8/15/42, Continuously Callable @ 100

   

6,500

     

7,323

   
Central Texas Turnpike System Revenue (INS — AMBAC Assurance Corp.),
Series A, 8/15/30 (e)
   

18,530

     

15,737

   
City of Arlington Special Tax (INS-Assured Guaranty Municipal Corp.), Series A,
5.00%, 2/15/48, Continuously Callable @ 100
   

7,500

     

9,005

   
City of Corpus Christi Utility System Revenue, 4.00%, 7/15/39, Continuously
Callable @ 100
   

5,900

     

6,616

   
City of Houston Hotel Occupancy Tax & Special Revenue, 5.00%, 9/1/40,
Continuously Callable @ 100
   

3,715

     

4,015

   
City of Laredo Waterworks & Sewer System Revenue, 4.00%, 3/1/41,
Continuously Callable @ 100
   

700

     

778

   

Clifton Higher Education Finance Corp. Revenue

 

6.00%, 8/15/33, Continuously Callable @ 100

   

1,000

     

1,111

   

6.00%, 8/15/43, Continuously Callable @ 100

   

2,750

     

3,030

   
Clifton Higher Education Finance Corp. Revenue (NBGA — Texas Permanent
School Fund), 5.00%, 8/15/48, Continuously Callable @ 100
   

10,000

     

12,358

   
Clifton Higher Education Finance Corp. Revenue (NBGA-Texas Permanent School
Fund)
 

5.00%, 8/15/39, Continuously Callable @ 100

   

4,250

     

4,848

   

4.00%, 8/15/44, Continuously Callable @ 100

   

11,000

     

12,941

   

County of Bexar Revenue

 

4.00%, 8/15/44, Continuously Callable @ 100

   

500

     

542

   

4.00%, 8/15/49, Continuously Callable @ 100

   

1,700

     

1,831

   
Del Mar College District, GO, Series A, 5.00%, 8/15/48, Continuously
Callable @ 100
   

6,500

     

7,814

   

See notes to financial statements.


24


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Everman Independent School District, GO (NBGA-Texas Permanent School Fund),
4.00%, 2/15/50, Continuously Callable @ 100
 

$

4,500

   

$

5,240

   
Grand Parkway Transportation Corp. Revenue, 4.00%, 10/1/49, Continuously
Callable @ 100
   

2,000

     

2,301

   
Harris County Cultural Education Facilities Finance Corp. Revenue,
5.00%, 6/1/38, Continuously Callable @ 100
   

6,100

     

6,363

   
Harris County Hospital District Revenue, 4.00%, 2/15/42, Continuously
Callable @ 100
   

15,000

     

16,499

   
Houston Higher Education Finance Corp. Revenue, Series A, 5.00%, 9/1/42,
Pre-refunded 9/1/22 @ 100
   

10,000

     

10,681

   
Karnes County Hospital District Revenue, 5.00%, 2/1/44, Continuously
Callable @ 100
   

6,000

     

6,640

   
Kerrville Health Facilities Development Corp. Revenue, 5.00%, 8/15/35,
Continuously Callable @ 100
   

1,900

     

2,210

   

Matagorda County Navigation District No. 1 Revenue

 

4.00%, 6/1/30, Continuously Callable @ 100

   

6,000

     

6,416

   

4.00%, 6/1/30, Continuously Callable @ 100

   

9,615

     

10,201

   
Midlothian Independent School District, GO (NBGA — Texas Permanent School
Fund), 5.00%, 2/15/47, Continuously Callable @ 100
   

15,000

     

18,038

   

New Hope Cultural Education Facilities Finance Corp. Revenue

 

5.00%, 7/1/47, Continuously Callable @ 102

   

1,000

     

688

   

5.00%, 7/1/47, Continuously Callable @ 102

   

1,000

     

900

   

5.00%, 4/1/48, Pre-refunded 4/1/26 @ 100

   

1,250

     

1,266

   

Series A, 5.00%, 7/1/47, Continuously Callable @ 100

   

6,000

     

5,100

   
New Hope Cultural Education Facilities Finance Corp. Revenue (INS — Assured
Guaranty Municipal Corp.), 5.00%, 7/1/48, Continuously Callable @ 100
   

1,000

     

1,154

   
North Fort Bend Water Authority Revenue, 5.00%, 12/15/36, Continuously
Callable @ 100
   

5,000

     

5,162

   

North Texas Tollway Authority Revenue

 

5.00%, 1/1/48, Continuously Callable @ 100

   

2,000

     

2,423

   

5.00%, 1/1/50, Continuously Callable @ 100

   

1,750

     

2,116

   

Series B, 9/1/37, Pre-refunded 9/1/31 @ 64.1040 (e)

   

3,000

     

1,598

   

Series B, 5.00%, 1/1/45, Continuously Callable @ 100

   

5,000

     

5,676

   
North Texas Tollway Authority Revenue (INS — National Public Finance
Guarantee Corp.), Series B, 5.00%, 1/1/48, Continuously Callable @ 100
   

5,000

     

5,906

   

Port of Port Arthur Navigation District Revenue

 

0.16%, 11/1/40, Continuously Callable @ 100 (c)

   

17,000

     

17,000

   

0.14%, 11/1/40, Continuously Callable @ 100 (c)

   

2,700

     

2,700

   

Series A, 0.08%, 4/1/40, Continuously Callable @ 100 (c)

   

5,715

     

5,715

   

Series B, 0.08%, 4/1/40, Continuously Callable @ 100 (c)

   

35,760

     

35,760

   

Series C, 0.10%, 4/1/40, Continuously Callable @ 100 (c)

   

25,670

     

25,670

   
Princeton Independent School District, GO (NBGA — Texas Permanent School
Fund), 5.00%, 2/15/48, Continuously Callable @ 100
   

7,000

     

8,580

   
Prosper Independent School District, GO (NBGA-Texas Permanent School Fund),
5.00%, 2/15/48, Continuously Callable @ 100
   

15,000

     

18,398

   

Red River Education Finance Corp. Revenue

 

4.00%, 6/1/41, Continuously Callable @ 100

   

2,000

     

2,075

   

5.50%, 10/1/46, Continuously Callable @ 100

   

3,000

     

3,367

   

See notes to financial statements.


25


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Tarrant County Cultural Education Facilities Finance Corp. Revenue

 

5.63%, 11/15/27, Continuously Callable @ 100 (k)

 

$

6,315

   

$

2,842

   

5.75%, 11/15/37, Continuously Callable @ 100 (k)

   

4,000

     

1,800

   

5.00%, 11/15/46, Continuously Callable @ 100

   

1,000

     

1,142

   

Series A, 5.00%, 11/15/45, Continuously Callable @ 100

   

4,500

     

3,966

   

Series B, 5.00%, 11/15/36, Continuously Callable @ 100

   

3,600

     

3,375

   

Series B, 5.00%, 11/15/46, Continuously Callable @ 100

   

7,000

     

7,945

   

Series B, 5.00%, 7/1/48, Continuously Callable @ 100

   

10,000

     

11,952

   

Texas Municipal Gas Acquisition & Supply Corp. III Revenue, 5.00%, 12/15/32

   

2,000

     

2,648

   
Texas Transportation Commission Revenue, 5.00%, 8/1/57, Continuously
Callable @ 100
   

5,000

     

5,765

   

Uptown Development Authority Tax Allocation

 

5.00%, 9/1/37, Continuously Callable @ 100

   

4,365

     

4,918

   

5.00%, 9/1/40, Continuously Callable @ 100

   

2,490

     

2,785

   

Series A, 5.00%, 9/1/39, Continuously Callable @ 100

   

1,645

     

1,872

   

West Harris County Regional Water Authority Revenue

 

4.00%, 12/15/45, Continuously Callable @ 100

   

1,600

     

1,881

   

4.00%, 12/15/49, Continuously Callable @ 100

   

3,945

     

4,620

   
Wood County Central Hospital District Revenue, 6.00%, 11/1/41,
Pre-refunded 11/1/21 @ 100
   

4,770

     

4,929

   
Ysleta Independent School District, GO (NBGA — Texas Permanent School Fund),
4.00%, 8/15/52, Continuously Callable @ 100
   

5,000

     

5,888

   
     

443,210

   

Vermont (0.1%):

 
Vermont Educational & Health Buildings Financing Agency Revenue,
5.00%, 10/15/46, Continuously Callable @ 100
   

3,000

     

3,176

   

Virginia (1.1%):

 

Alexandria IDA Revenue

 

5.00%, 10/1/45, Continuously Callable @ 100

   

2,600

     

2,895

   

5.00%, 10/1/50, Continuously Callable @ 100

   

2,400

     

2,655

   

Lewistown Commerce Center Community Development Authority Tax Allocation

 

3.63%, 3/1/44, Continuously Callable @ 103

   

3,464

     

2,846

   

6.05%, 3/1/44, Continuously Callable @ 103

   

1,657

     

1,325

   

Series C, 6.05%, 3/1/54, Continuously Callable @ 100

   

5,697

     

1,037

   

Virginia College Building Authority Revenue

 

5.00%, 6/1/26, Continuously Callable @ 100

   

11,280

     

11,286

   

5.00%, 6/1/29, Continuously Callable @ 100

   

5,000

     

5,002

   
     

27,046

   

Washington (1.1%):

 
King County Public Hospital District No. 1, GO, 5.00%, 12/1/43, Continuously
Callable @ 100
   

9,000

     

10,754

   
King County Public Hospital District No. 2, GO, Series A, 4.00%, 12/1/45,
Continuously Callable @ 100
   

4,000

     

4,637

   
Washington Health Care Facilities Authority Revenue, 4.00%, 7/1/42,
Continuously Callable @ 100
   

5,500

     

6,155

   
Washington Higher Education Facilities Authority Revenue, 4.00%, 5/1/50,
Continuously Callable @ 100
   

1,250

     

1,431

   

See notes to financial statements.


26


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Washington State Housing Finance Commission Revenue, 5.00%, 1/1/43,
Continuously Callable @ 102 (d)
 

$

3,055

   

$

3,479

   
     

26,456

   

West Virginia (0.1%):

 
West Virginia Hospital Finance Authority Revenue, 5.00%, 1/1/43, Continuously
Callable @ 100
   

2,000

     

2,383

   

Wisconsin (2.4%):

 
City of Kaukauna Electric System Revenue (INS — Assured Guaranty Municipal
Corp.), Series A, 5.00%, 12/15/35, Pre-refunded 12/15/22 @ 100
   

7,800

     

8,435

   

Public Finance Authority Revenue

 

5.25%, 5/15/42, Continuously Callable @ 102 (d)

   

2,200

     

2,327

   

5.00%, 7/1/44, Continuously Callable @ 100

   

6,000

     

7,283

   

5.00%, 11/15/44, Continuously Callable @ 103

   

460

     

511

   

4.00%, 1/1/45, Continuously Callable @ 100

   

1,500

     

1,692

   

5.00%, 7/1/47, Continuously Callable @ 100

   

1,000

     

1,068

   

5.00%, 6/15/49, Continuously Callable @ 100 (d)

   

520

     

555

   

5.00%, 6/15/49, Continuously Callable @ 100

   

1,480

     

1,682

   

5.00%, 11/15/49, Continuously Callable @ 103

   

2,400

     

2,653

   

5.00%, 7/1/52, Continuously Callable @ 100

   

1,000

     

1,058

   

5.00%, 6/15/53, Continuously Callable @ 100

   

1,000

     

1,133

   

5.00%, 6/15/54, Continuously Callable @ 100 (d)

   

455

     

482

   

Series A, 5.25%, 10/1/43, Continuously Callable @ 100

   

3,090

     

3,586

   

Series A, 4.00%, 10/1/49, Continuously Callable @ 100

   

11,000

     

12,291

   

Series A, 4.00%, 7/1/56, Continuously Callable @ 100

   

2,250

     

2,479

   

Public Finance Authority Revenue (INS — Assured Guaranty Municipal Corp.)

 

5.00%, 7/1/54, Continuously Callable @ 100

   

1,285

     

1,497

   

5.00%, 7/1/58, Continuously Callable @ 100

   

1,500

     

1,747

   

Wisconsin Health & Educational Facilities Authority Revenue

 

5.00%, 7/1/49, Continuously Callable @ 100

   

1,000

     

1,160

   

5.00%, 3/15/50, Continuously Callable @ 100

   

1,175

     

1,369

   

Series A, 5.00%, 9/15/50, Continuously Callable @ 100

   

5,000

     

5,152

   

Series B, 5.00%, 9/15/45, Continuously Callable @ 100

   

1,000

     

1,020

   
     

59,180

   

Total Municipal Bonds (Cost $2,259,079)

   

2,392,196

   

Total Investments (Cost $2,260,757) — 99.0%

   

2,394,007

   

Other assets in excess of liabilities — 1.0%

   

24,170

   

NET ASSETS — 100.00%

 

$

2,418,177

   

(a)  Non-income producing security.

(b)  Put Bond.

(c)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

See notes to financial statements.


27


USAA Mutual Funds Trust
USAA Tax Exempt Long-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $78,094 (thousands) and amounted to 3.2% of net assets.

(e)  Zero-coupon bond.

(f)  Stepped-coupon security converts to coupon form on 8/1/24 with a rate of 5.95%.

(g)  Stepped-coupon security converts to coupon form on 8/1/24 with a rate of 6.05%.

(h)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2021.

(i)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of the Fund's net assets as of March 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements).

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, illiquid securities were less than 0.05% of the Fund's net assets.

(k)  Defaulted security.

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

MUNIPSA — Municipal Swap Index

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


28


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Long-Term Fund
 

Assets:

 

Investments, at value (Cost $2,260,757)

 

$

2,394,007

   

Receivables:

 

Interest and dividends

   

26,366

   

Capital shares issued

   

1,293

   

From Adviser

   

44

   

Prepaid expenses and other assets

   

28

   

Total assets

   

2,421,738

   

Liabilities:

 

Payables:

 

Distributions

   

981

   

To custodian

   

131

   

Capital shares redeemed

   

1,349

   

Accrued expenses and other payables:

 

Investment advisory fees

   

573

   

Administration fees

   

307

   

Custodian fees

   

16

   

Transfer agent fees

   

100

   

Compliance fees

   

1

   

Trustees' fees

   

(a)

 
12b-1 fees    

1

   

Other accrued expenses

   

102

   

Total liabilities

   

3,561

   

Net Assets:

 

Capital

   

2,347,283

   

Total accumulated earnings/(loss)

   

70,894

   

Net assets

 

$

2,418,177

   

Net Assets

 

Fund Shares

 

$

2,404,178

   

Institutional Shares

   

5,533

   

Class A

   

8,466

   

Total

 

$

2,418,177

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

175,353

   

Institutional Shares

   

404

   

Class A

   

618

   

Total

   

176,375

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

13.71

   

Institutional Shares

 

$

13.71

   

Class A

 

$

13.69

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

14.01

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


29


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA Tax Exempt
Long-Term Fund
 

Investment Income:

 

Interest

 

$

86,527

   

Total income

   

86,527

   

Expenses:

 

Investment advisory fees

   

6,621

   

Administration fees — Fund Shares

   

3,576

   

Administration fees — Institutional Shares (a)

   

3

   

Administration fees — Class A

   

12

   

Sub-Administration fees

   

24

   
12b-1 fees — Class A    

20

   

Custodian fees

   

88

   

Transfer agent fees — Fund Shares

   

693

   

Transfer agent fees — Institutional Shares (a)

   

3

   

Transfer agent fees — Class A

   

8

   

Trustees' fees

   

48

   

Compliance fees

   

15

   

Legal and audit fees

   

118

   

State registration and filing fees

   

73

   

Interfund lending fees

   

(b)

 

Other expenses

   

195

   

Total expenses

   

11,497

   

Expenses waived/reimbursed by Adviser

   

(85

)

 

Net expenses

   

11,412

   

Net Investment Income (Loss)

   

75,115

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(731

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

87,771

   

Net realized/unrealized gains (losses) on investments

   

87,040

   

Change in net assets resulting from operations

 

$

162,155

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.


30


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

   

USAA Tax Exempt Long-Term Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

75,115

   

$

83,172

   

Net realized gains (losses) from investments

   

(731

)

   

(937

)

 
Net change in unrealized appreciation/depreciation on
investments
   

87,771

     

(16,375

)

 

Change in net assets resulting from operations

   

162,155

     

65,860

   

Distributions to Shareholders:

 

Fund Shares

   

(74,812

)

   

(82,112

)

 

Institutional Shares (a)

   

(88

)

   

   

Class A

   

(232

)

   

(249

)

 

Change in net assets resulting from distributions to shareholders

   

(75,132

)

   

(82,361

)

 

Change in net assets resulting from capital transactions

   

(79,868

)

   

56,959

   

Change in net assets

   

7,155

     

40,458

   

Net Assets:

 

Beginning of period

   

2,411,022

     

2,370,564

   

End of period

 

$

2,418,177

   

$

2,411,022

   

(a) Institutional Shares commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.


31


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

   

USAA Tax Exempt Long-Term Fund

 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

184,740

   

$

291,358

   

Distributions reinvested

   

62,179

     

66,585

   

Cost of shares redeemed

   

(332,780

)

   

(300,957

)

 

Total Fund Shares

 

$

(85,861

)

 

$

56,986

   

Institutional Shares (a)

 

Proceeds from shares issued

 

$

6,625

   

$

   

Distributions reinvested

   

75

     

   

Cost of shares redeemed

   

(1,210

)

   

   

Total Institutional Shares

 

$

5,490

   

$

   

Class A

 

Proceeds from shares issued

 

$

8,389

   

$

325

   

Distributions reinvested

   

79

     

69

   

Cost of shares redeemed

   

(7,965

)

   

(421

)

 

Total Class A

 

$

503

   

$

(27

)

 

Change in net assets resulting from capital transactions

 

$

(79,868

)

 

$

56,959

   

Share Transactions:

 

Fund Shares

 

Issued

   

13,640

     

21,540

   

Reinvested

   

4,599

     

4,911

   

Redeemed

   

(24,772

)

   

(22,454

)

 

Total Fund Shares

   

(6,533

)

   

3,997

   

Institutional Shares (a)

 

Issued

   

487

     

   

Reinvested

   

5

     

   

Redeemed

   

(88

)

   

   

Total Institutional Shares

   

404

     

   

Class A

 

Issued

   

625

     

23

   

Reinvested

   

6

     

5

   

Redeemed

   

(595

)

   

(30

)

 

Total Class A

   

36

     

(2

)

 

Change in Shares

   

(6,093

)

   

3,995

   

(a) Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


32


This page is intentionally left blank.


33


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Long-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

13.21

     

0.42

(e)

   

0.50

     

0.92

     

(0.42

)

   

(0.42

)

 
Year Ended
March 31, 2020
 

$

13.28

     

0.45

(e)

   

(0.07

)

   

0.38

     

(0.45

)

   

(0.45

)

 
Year Ended
March 31, 2019
 

$

13.21

     

0.49

     

0.07

     

0.56

     

(0.49

)

   

(0.49

)

 
Year Ended
March 31, 2018
 

$

13.25

     

0.51

     

(0.03

)

   

0.48

     

(0.52

)

   

(0.52

)

 
Year Ended
March 31, 2017
 

$

13.73

     

0.54

     

(0.48

)

   

0.06

     

(0.54

)

   

(0.54

)

 

Institutional Shares

 
June 29, 2020(f) through
March 31, 2021
 

$

13.40

     

0.31

(e)

   

0.32

     

0.63

     

(0.32

)

   

(0.32

)

 

Class A

 
Year Ended
March 31, 2021
 

$

13.19

     

0.40

(e)

   

0.50

     

0.90

     

(0.40

)

   

(0.40

)

 
Year Ended
March 31, 2020
 

$

13.26

     

0.43

(e)

   

(0.08

)

   

0.35

     

(0.42

)

   

(0.42

)

 
Year Ended
March 31, 2019
 

$

13.19

     

0.46

     

0.08

     

0.54

     

(0.47

)

   

(0.47

)

 
Year Ended
March 31, 2018
 

$

13.23

     

0.48

     

(0.04

)

   

0.44

     

(0.48

)

   

(0.48

)

 
Year Ended
March 31, 2017
 

$

13.71

     

0.49

     

(0.48

)

   

0.01

     

(0.49

)

   

(0.49

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

(f)  Commencement of operations.

(g)  Prior to August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.80% of Class A average daily net assets.

See notes to financial statements.


34


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)(c)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA Tax Exempt Long-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

13.71

     

7.00

%

   

0.47

%

   

3.13

%

   

0.48

%

 

$

2,404,178

     

21

%

 
Year Ended
March 31, 2020
 

$

13.21

     

2.74

%

   

0.48

%

   

3.36

%

   

0.48

%

 

$

2,403,342

     

24

%

 
Year Ended
March 31, 2019
 

$

13.28

     

4.39

%

   

0.48

%

   

3.73

%

   

0.48

%

 

$

2,362,819

     

13

%

 
Year Ended
March 31, 2018
 

$

13.21

     

3.62

%

   

0.47

%

   

3.83

%

   

0.47

%

 

$

2,358,955

     

14

%

 
Year Ended
March 31, 2017
 

$

13.25

     

0.41

%

   

0.48

%

   

3.97

%

   

0.48

%

 

$

2,343,165

     

15

%

 

Institutional Shares

 
June 29, 2020(f) through
March 31, 2021
 

$

13.71

     

4.71

%

   

0.44

%

   

3.03

%

   

0.98

%

 

$

5,533

     

21

%

 

Class A

 
Year Ended
March 31, 2021
 

$

13.69

     

6.80

%

   

0.67

%

   

2.94

%

   

1.08

%

 

$

8,466

     

21

%

 
Year Ended
March 31, 2020
 

$

13.19

     

2.53

%

   

0.70

%

   

3.15

%

   

1.01

%

 

$

7,680

     

24

%

 
Year Ended
March 31, 2019
 

$

13.26

     

4.16

%

   

0.70

%

   

3.51

%

   

0.94

%

 

$

7,745

     

13

%

 
Year Ended
March 31, 2018
 

$

13.19

     

3.36

%

   

0.74

%(g)

   

3.57

%

   

0.92

%

 

$

8,577

     

14

%

 
Year Ended
March 31, 2017
 

$

13.23

     

0.07

%

   

0.80

%

   

3.64

%

   

0.87

%

 

$

10,976

     

15

%

 

See notes to financial statements.


35


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Tax Exempt Long-Term Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares, and Class A. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Fund's Institutional Shares commenced operations and the Adviser Shares were redesignated Class A shares and became subject to a front-end sales charge.

The Board of Trustees of USAA Mutual Funds Trust has approved the addition of Class Z for the Fund. This new share class was effective February 5, 2021, but has not yet been funded. Class Z is only available to participants in certain eligible separately managed accounts (also referred to as wrap fee programs) and other advisory clients of the Fund's Adviser or its affiliates that are subject to a separate contractual fee for investment management services. The Adviser has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, capitalized expenses, and other extraordinary expenses) do not exceed 0.00% of the Fund's Class Z shares for an indefinite term.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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


36


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

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

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

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,811

   

$

   

$

   

$

1,811

   

Municipal Bonds

   

     

2,392,196

     

0

     

2,392,196

   

Total

 

$

1,811

   

$

2,392,196

   

$

0

   

$

2,394,007

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal


37


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

112,100

   

$

110,525

   

$

   


38


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

509,633

   

$

586,965

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019 and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

Effective July 1, 2019, no performance adjustments were made for the periods beginning July 1, 2019 through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper General & Insured Municipal Debt Funds Index. The Lipper General & Insured Municipal Debt Funds Index tracks the total return performance of funds within the Lipper General & Insured Municipal Debt Funds category.

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
+/- 20 to 50  

+/- 4

 
+/- 51 to 100  

+/- 5

 
+/- 101 and greater  

+/- 6

 


39


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper General & Insured Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020, to March 31, 2021, performance adjustments were $(83), less than $(1) and $(2) for Fund Shares, Institutional Shares and Class A, in thousands, respectively. Performance adjustments were less than (0.01)%, less than (0.01)%, and (0.03)% for Fund Shares, Institutional Shares, and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets, of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.


40


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of the Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A. Amounts incurred and paid to the Distributor for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, and 0.70% for Fund Shares, Institutional Shares, and Class A, respectively.

Under the terms of the agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2023
  Expires
March 31, 2024
 

Total

 
$

14

   

$

85

   

$

99

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.


41


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities held in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.


42


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021, it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed


43


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2021 were as follows (amounts in thousands):

Borrower
or
Lender
  Amount
Outstanding at
March 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Maximum
Average
Interest
Rate*
  Borrowing
During
the Period
 

Borrower

 

$

   

$

1,650

     

10

     

0.65

%

 

$

3,288

   

*  For the year ended March 31, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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


44


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 
   

Distributions Paid from

     

Distributions Paid from

     

 
Tax-Exempt
Income
  Total
Distributions
Paid
 
Tax-Exempt
Income
  Total
Distributions
Paid
 
       

$

75,132

   

$

75,132

   

$

82,361

   

$

82,361

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

10,978

   

$

(6,068

)

 

$

4,910

   

$

(62,280

)

 

$

128,264

   

$

70,894

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and defaulted bond adjustments.

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

12,896

   

$

49,384

   

$

62,280

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

2,265,743

   

$

188,038

   

$

(59,774

)

 

$

128,264

   


45


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Long-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Long-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


46


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
  Independent
Chairman
 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


47


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


48


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


49


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


50


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021);); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


51


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


52


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,026.80

   

$

1,022.54

   

$

2.43

   

$

2.42

     

0.48

%

 

Institutional Shares

   

1,000.00

     

1,027.10

     

1,022.74

     

2.22

     

2.22

     

0.44

%

 

Class A

   

1,000.00

     

1,026.00

     

1,021.64

     

3.33

     

3.33

     

0.66

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


53


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):

  Tax Exempt
Income
 
       

$

75,132

   


54


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Long-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


55


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was below the medians of its expense group and expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe for the one-, three-, five-, and ten-year periods ended September 30, 2020, and was above its Lipper index for the one- and ten-year periods ended September 30, 2020, and was below its Lipper index for the three- and five-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


56


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


57


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


58


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40858-0521


MARCH 31, 2021

Annual Report

USAA Tax Exempt Intermediate-Term Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

9

   

Financial Statements

 

Statement of Assets and Liabilities

    45    

Statement of Operations

    46    

Statements of Changes in Net Assets

    47    

Financial Highlights

    50    

Notes to Financial Statements

   

52

   
Report of Independent
Registered Public Accounting Firm
   

63

   

Supplemental Information (Unaudited)

   

64

   

Trustees' and Officers' Information

    64    

Proxy Voting and Portfolio Holdings Information

    70    

Expense Examples

    70    

Additional Federal Income Tax Information

    72    

Advisory Contract Agreement

    73    

Liquidity Risk Management Program

    76

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.

USAA Mutual Funds Trust


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S. Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA Tax Exempt Intermediate-Term Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge), and Class Z. For the reporting period ended March 31, 2021, the Fund Shares and Class A, had a total return of 6.72% and 6.46%, respectively, versus an average return of 5.81% amongst the funds in the Lipper Intermediate Municipal Debt Funds category. This compares to returns of 5.39% for the Lipper Intermediate Municipal Debt Funds Index, and 4.92% for the Bloomberg Barclays Municipal 1-15 Years Blend.

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund (continued)

Manager's Commentary (continued)

The Institutional Shares commenced operations on June 29, 2020, and the Class Z on March 4, 2021, and from that time through March 31, 2021, had a total return of 4.15% and 0.51%, respectively.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return. Because of the Fund's income orientation, it has a higher allocation to BBB and A rated categories when compared to its peer group.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of intermediate-term, primarily investment-grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA Tax Exempt Intermediate-Term Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

  Institutional
Shares
 

Class A

 

Class Z

     

 

INCEPTION DATE

 

3/19/82

 

6/29/20

 

8/1/10

 

3/4/21

         

 

Net Asset Value

 

Net Asset Value

 

Net Asset Value

  Maximum
Offering Price
 

Net Asset Value

  Bloomberg
Barclays
Municipal
1-15 Years
Blend Index1
  Lipper
Intermediate
Municipal
Debt Funds
Index2
 

One Year

   

6.72

%

   

NA

     

6.46

%

   

4.04

%

   

NA

     

4.92

%

   

5.39

%

 

Five Year

   

3.36

%

   

NA

     

3.10

%

   

2.64

%

   

NA

     

3.03

%

   

2.87

%

 

Ten Year

   

4.35

%

   

NA

     

4.10

%

   

3.87

%

   

NA

     

3.72

%

   

3.62

%

 

Since Inception

   

NA

     

4.15

%

   

NA

     

NA

     

0.51

%

   

NA

     

NA

   

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

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

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares.

The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Tax Exempt Intermediate-Term Fund — Growth of $10,000

1The unmanaged Bloomberg Barclays 1-15 Years Municipal Blend Index is a market value-weighted index which covers the short and intermediate components of the Bloomberg Barclays Municipal Bond Index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Lipper Intermediate Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Intermediate Municipal Debt Funds category. This index does not include the effect of sales charges, commmissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with interest income that is exempt from federal income tax.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Hospital

   

19.5

%

 

General Obligation

   

12.0

%

 

Special Assessment/Tax/Fee

   

12.0

%

 

Education

   

7.9

%

 

Toll Road

   

7.2

%

 

Appropriated Debt

   

6.1

%

 

Electric/Gas Utility

   

5.7

%

 

Electric Utilities

   

4.6

%

 

Nursing/CCRC

   

4.1

%

 

Escrowed Bonds

   

3.2

%

 

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


7


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund (continued)
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


8


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.2%)

 

Utilities (0.2%):

 

Energy Harbor Corp. (a)

   

278,001

   

$

7,464

   

Total Common Stocks (Cost $6,914)

   

7,464

   

Municipal Bonds (99.1%)

 

Alabama (1.7%):

 
Columbia Industrial Development Board Revenue,
Series C, 0.09%, 12/1/37, Continuously Callable @100 (b)
 

$

2,300

     

2,300

   
Infirmary Health System Special Care Facilities Financing Authority of
Mobile Revenue, 5.00%, 2/1/36, Continuously Callable @100
   

8,000

     

9,278

   
Lower Alabama Gas District Revenue
Series A, 5.00%, 9/1/27
   

5,000

     

6,194

   

Series A, 5.00%, 9/1/28

   

7,000

     

8,832

   

Series A, 5.00%, 9/1/34 (c)

   

35,000

     

47,119

   
Montgomery Medical Clinic Board Revenue
5.00%, 3/1/33, Continuously Callable @100
   

5,955

     

6,868

   

5.00%, 3/1/36, Continuously Callable @100

   

1,750

     

1,988

   
The Health Care Authority of the City of Huntsville Revenue
Series B1, 4.00%, 6/1/39, Continuously Callable @100
   

2,000

     

2,333

   

Series B1, 4.00%, 6/1/40, Continuously Callable @100

   

2,555

     

2,970

   
     

87,882

   

Arizona (2.0%):

 
Apache County IDA Revenue,
Series A, 4.50%, 3/1/30, Continuously Callable @100
   

20,310

     

21,038

   
Arizona Health Facilities Authority Revenue
5.00%, 2/1/27, Continuously Callable @100
   

6,000

     

6,230

   

1.90% (MUNIPSA+185bps), 2/1/48, (Put Date 2/1/23) (d) (k)

   

30,000

     

30,785

   
City of Phoenix Civic Improvement Corp. Revenue
(INS — National Public Finance Guarantee Corp.)
5.50%, 7/1/24
   

3,270

     

3,743

   

5.50%, 7/1/25

   

2,115

     

2,498

   
Maricopa County IDA Revenue
0.62% (MUNIPSA+57bps), 1/1/35, (Put Date 10/18/24) (d) (k)
   

2,360

     

2,400

   

5.00%, 7/1/39, Continuously Callable @100 (e)

   

2,000

     

2,310

   
The City of Phoenix IDA Revenue
3.75%, 7/1/24
   

4,545

     

4,744

   

5.00%, 7/1/34, Continuously Callable @100

   

11,100

     

12,245

   

5.00%, 7/1/36, Continuously Callable @100

   

1,675

     

1,857

   

5.00%, 10/1/36, Continuously Callable @100

   

4,250

     

4,948

   
The Pima County IDA Revenue, 4.13%, 6/15/29, Continuously
Callable @100 (e)
   

4,900

     

4,964

   
The Prima County IDA Revenue
4.00%, 6/15/22 (e)
   

470

     

476

   

Series A, 4.50%, 6/1/30, Continuously Callable @100

   

2,680

     

2,802

   

The Yavapai County IDA Revenue, 4.00%, 8/1/38, Continuously Callable @100

   

1,000

     

1,112

   
     

102,152

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Arkansas (0.8%):

 
Arkansas Development Finance Authority Revenue
5.00%, 9/1/37, Continuously Callable @100
 

$

1,000

   

$

1,239

   

5.00%, 9/1/38, Continuously Callable @100

   

1,000

     

1,236

   

5.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,232

   

5.00%, 9/1/40, Continuously Callable @100

   

1,045

     

1,284

   

1.60% (MUNIPSA+155bps), 9/1/44, (Put Date 9/1/22) (d) (k)

   

29,000

     

29,474

   
University of Arkansas — Pulaski Technical College Revenue
(INS — Build America Mutual Assurance Co.),
5.00%, 9/1/30, Continuously Callable @100
   

4,290

     

5,067

   
     

39,532

   

California (5.6%):

 
Anaheim Public Financing Authority Revenue
Series A, 5.00%, 5/1/28, Continuously Callable @100
   

500

     

555

   

Series A, 5.00%, 5/1/29, Continuously Callable @100

   

500

     

554

   

Series A, 5.00%, 5/1/30, Continuously Callable @100

   

1,000

     

1,108

   
Bay Area Toll Authority Revenue
1.15% (MUNIPSA+110bps), 4/1/45, (Put Date 4/1/24) (d) (k)
   

17,000

     

17,479

   

0.95% (MUNIPSA+90bps), 4/1/45, (Put Date 5/1/23) (d) (k)

   

10,000

     

10,096

   
California Health Facilities Financing Authority Revenue
2.00%, 10/1/36, (Put Date 10/1/25) (d)
   

8,500

     

9,025

   

Series D, 5.00%, 8/15/27, Pre-refunded 8/15/21 @100

   

2,000

     

2,035

   

Series D, 5.25%, 8/15/31, Pre-refunded 8/15/21 @100

   

5,000

     

5,091

   
California Municipal Finance Authority Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8061, 0.58%, 1/1/60, Callable 1/1/37 @100 (b) (e)
   

10,000

     

10,000

   
California School Finance Authority Revenue
5.00%, 8/1/31, Continuously Callable @100 (e)
   

500

     

579

   

5.00%, 8/1/36, Continuously Callable @100 (e)

   

1,600

     

1,836

   
California State Public Works Board Revenue
Series A, 5.00%, 3/1/25, Continuously Callable @100
   

1,250

     

1,363

   

Series A, 5.00%, 3/1/26, Continuously Callable @100

   

1,365

     

1,488

   

Series A, 5.00%, 4/1/28, Continuously Callable @100

   

10,000

     

10,477

   

Series A, 5.00%, 4/1/29, Continuously Callable @100

   

5,000

     

5,238

   

Series B, 5.00%, 10/1/31, Continuously Callable @100

   

11,465

     

13,219

   

Series B-1, 5.13%, 3/1/23, Continuously Callable @100

   

3,000

     

3,012

   

Series B-1, 5.25%, 3/1/24, Continuously Callable @100

   

2,500

     

2,510

   

Series B-1, 5.38%, 3/1/25, Continuously Callable @100

   

2,000

     

2,008

   

Series G, 5.00%, 11/1/23, Continuously Callable @100

   

1,185

     

1,275

   

Series G, 5.00%, 11/1/24, Continuously Callable @100

   

2,000

     

2,151

   

Series G, 5.00%, 11/1/28, Continuously Callable @100

   

7,000

     

7,524

   
California State University Revenue
Series A, 5.00%, 11/1/29, Continuously Callable @100
   

10,000

     

11,600

   

Series A, 5.00%, 11/1/33, Continuously Callable @100

   

10,000

     

11,961

   
California Statewide Communities Development Authority Revenue
5.13%, 5/15/31, Continuously Callable @100
   

1,000

     

1,005

   

5.00%, 5/15/32, Continuously Callable @100

   

1,250

     

1,473

   

5.00%, 5/15/33, Continuously Callable @100

   

2,000

     

2,346

   

5.00%, 5/15/34, Continuously Callable @100

   

1,250

     

1,461

   

5.00%, 5/15/35, Continuously Callable @100

   

2,000

     

2,328

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Cerritos Community College District, GO
Series D, 8/1/25 (f)
 

$

1,510

   

$

1,457

   

Series D, 8/1/27 (f)

   

1,000

     

929

   

Series D, 8/1/28 (f)

   

1,000

     

907

   
Chula Vista Municipal Financing Authority Special Tax
Series B, 5.00%, 9/1/27, Continuously Callable @100
   

1,520

     

1,796

   

Series B, 5.00%, 9/1/28, Continuously Callable @100

   

1,700

     

2,006

   

Series B, 5.00%, 9/1/29, Continuously Callable @100

   

1,785

     

2,105

   

Series B, 5.00%, 9/1/30, Continuously Callable @100

   

2,635

     

3,105

   

Series B, 5.00%, 9/1/31, Continuously Callable @100

   

2,095

     

2,466

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.58%, 12/1/52, Callable 12/1/21 @100 (b) (e)
   

20,000

     

20,000

   

City of Irvine Special Assessment, 5.00%, 9/2/29, Callable 9/2/23 @100

   

1,000

     

1,112

   
City of Los Angeles Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8067, 0.58%, 10/1/58, Callable 10/1/21 @100 (b) (e)
   

10,500

     

10,500

   
City of San Diego Tobacco Settlement Revenue Funding Corp. Revenue,
Series C, 4.00%, 6/1/32, Continuously Callable @100
   

830

     

872

   
City of Tulare Sewer Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 11/15/32, Continuously Callable @100
   

1,605

     

1,908

   

5.00%, 11/15/33, Continuously Callable @100

   

1,570

     

1,865

   

5.00%, 11/15/34, Continuously Callable @100

   

3,655

     

4,337

   

5.00%, 11/15/35, Continuously Callable @100

   

2,340

     

2,774

   

County of Los Angeles Certificate of Participation, 5.00%, 3/1/23

   

1,300

     

1,419

   
El Camino Community College District, GO
Series C, 8/1/26 (f)
   

6,810

     

6,510

   

Series C, 8/1/27 (f)

   

7,665

     

7,201

   

Series C, 8/1/28 (f)

   

5,500

     

5,056

   
Foothill-Eastern Transportation Corridor Agency Revenue
(INS — Assured Guaranty Municipal Corp.), 1/15/35 (f)
   

5,500

     

3,930

   
Fresno Joint Powers Financing Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 4/1/32, Continuously Callable @100
   

1,000

     

1,204

   

Series A, 5.00%, 4/1/35, Continuously Callable @100

   

1,000

     

1,193

   

Series A, 5.00%, 4/1/36, Continuously Callable @100

   

420

     

499

   
Golden State Tobacco Securitization Corp. Revenue
(INS — Assured Guaranty Municipal Corp.), Series A, 6/1/25 (f)
   

46,605

     

45,268

   
Pittsburg Successor Agency Redevelopment Agency Tax Allocation
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 9/1/27, Continuously Callable @100
   

3,500

     

4,234

   

Series A, 5.00%, 9/1/28, Continuously Callable @100

   

2,640

     

3,190

   
San Diego Public Facilities Financing Authority Revenue
Series A, 5.00%, 10/15/33, Continuously Callable @100
   

1,635

     

1,946

   

Series A, 5.00%, 10/15/34, Continuously Callable @100

   

1,000

     

1,189

   

Series A, 5.00%, 10/15/35, Continuously Callable @100

   

1,250

     

1,485

   

Series B, 5.00%, 10/15/30, Continuously Callable @100

   

775

     

925

   

Series B, 5.00%, 10/15/31, Continuously Callable @100

   

1,000

     

1,192

   

Series B, 5.00%, 10/15/32, Continuously Callable @100

   

1,000

     

1,192

   
     

286,569

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Colorado (2.2%):

 

Adams & Arapahoe Joint School District 28J Aurora, GO, 12/1/22 (f)

 

$

5,000

   

$

4,982

   
Colorado Health Facilities Authority Revenue
5.00%, 6/1/28, Pre-refunded 6/1/23 @100
   

2,750

     

3,032

   

5.00%, 12/1/28, Continuously Callable @100

   

1,000

     

1,139

   

5.00%, 12/1/29, Continuously Callable @100

   

1,500

     

1,708

   

5.00%, 6/1/31, Pre-refunded 6/1/25 @100

   

2,310

     

2,740

   

5.00%, 6/1/32, Pre-refunded 6/1/25 @100

   

2,000

     

2,373

   

5.00%, 6/1/33, Pre-refunded 6/1/25 @100

   

2,470

     

2,930

   

5.00%, 6/1/34, Pre-refunded 6/1/25 @100

   

6,385

     

7,574

   

5.00%, 6/1/34, Pre-refunded 6/1/27 @100

   

4,455

     

5,608

   

5.00%, 6/1/35, Pre-refunded 6/1/25 @100

   

3,385

     

4,015

   

5.00%, 6/1/35, Pre-refunded 6/1/27 @100

   

2,000

     

2,518

   

5.00%, 12/1/35, Continuously Callable @100

   

4,000

     

4,476

   

5.00%, 6/1/36, Pre-refunded 6/1/27 @100

   

4,000

     

5,035

   

Series A, 4.00%, 8/1/38, Continuously Callable @100

   

1,000

     

1,143

   

Series A, 4.00%, 8/1/39, Continuously Callable @100

   

1,250

     

1,438

   

Series A, 4.00%, 11/1/39, Continuously Callable @100

   

3,500

     

4,074

   

Series A, 4.00%, 12/1/40, Continuously Callable @103

   

2,000

     

2,183

   
Denver Health & Hospital Authority Revenue
Series A, 5.00%, 12/1/34, Continuously Callable @100 (e)
   

7,355

     

8,925

   

Series A, 4.00%, 12/1/37, Continuously Callable @100

   

1,250

     

1,447

   

Series A, 4.00%, 12/1/38, Continuously Callable @100

   

1,250

     

1,444

   

Series A, 4.00%, 12/1/39, Continuously Callable @100

   

1,000

     

1,152

   
Park Creek Metropolitan District Revenue
5.00%, 12/1/32, Continuously Callable @100
   

1,250

     

1,458

   

5.00%, 12/1/34, Continuously Callable @100

   

1,000

     

1,160

   
Regional Transportation District Certificate of Participation
Series A, 5.00%, 6/1/29, Continuously Callable @100
   

7,585

     

8,325

   

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

14,175

     

15,549

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

15,005

     

16,449

   
     

112,877

   

Connecticut (4.0%):

 
City of Bridgeport, GO
Series B, 5.00%, 8/15/27
   

4,485

     

5,472

   

Series B, 5.00%, 8/15/27

   

180

     

228

   

Series B, 5.00%, 8/15/27

   

335

     

424

   
City of New Haven, GO
Series A, 5.00%, 8/1/28
   

1,000

     

1,210

   

Series A, 5.50%, 8/1/30, Continuously Callable @100

   

1,000

     

1,231

   

Series A, 5.50%, 8/1/32, Continuously Callable @100

   

1,200

     

1,457

   

Series A, 5.50%, 8/1/36, Continuously Callable @100

   

1,810

     

2,164

   
City of New Haven, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 8/15/30, Continuously Callable @100
   

1,000

     

1,199

   

Series A, 5.00%, 8/15/32, Continuously Callable @100

   

1,000

     

1,190

   

Series A, 5.00%, 8/15/33, Continuously Callable @100

   

1,000

     

1,184

   

Series A, 5.00%, 8/15/34, Continuously Callable @100

   

1,350

     

1,591

   
City of West Haven, GO
Series B, 5.00%, 11/1/32, Continuously Callable @100
   

400

     

462

   

Series B, 5.00%, 11/1/37, Continuously Callable @100

   

350

     

398

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Connecticut State Health & Educational Facilities Authority Revenue
5.00%, 7/1/32, Continuously Callable @100
 

$

1,950

   

$

2,278

   

5.00%, 7/1/34, Continuously Callable @100

   

725

     

841

   

5.00%, 7/1/35, Continuously Callable @100

   

1,170

     

1,351

   

5.00%, 7/1/36, Continuously Callable @100

   

1,125

     

1,294

   

5.00%, 7/1/37, Continuously Callable @100

   

1,275

     

1,463

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

2,000

     

2,436

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

2,000

     

2,319

   

Series A, 4.00%, 7/1/38, Continuously Callable @100

   

7,000

     

7,846

   

Series A, 4.00%, 7/1/39, Continuously Callable @100

   

2,000

     

2,313

   

Series E, 5.00%, 7/1/34, Continuously Callable @100

   

10,000

     

11,373

   
Harbor Point Infrastructure Improvement District Tax Allocation,
5.00%, 4/1/30, Continuously Callable @100 (e)
   

10,000

     

11,796

   

Mashantucket Western Pequot Tribe Revenue, 6.05%, 7/1/31

   

8,475

     

246

   
Metropolitan District, GO
5.00%, 7/15/33, Continuously Callable @100
   

750

     

939

   

5.00%, 7/15/34, Continuously Callable @100

   

1,000

     

1,249

   

5.00%, 7/15/35, Continuously Callable @100

   

750

     

935

   

5.00%, 7/15/36, Continuously Callable @100

   

1,000

     

1,244

   

4.00%, 7/15/37, Continuously Callable @100

   

1,000

     

1,164

   
State of Connecticut Special Tax Revenue
5.00%, 1/1/34, Continuously Callable @100
   

20,000

     

24,589

   

5.00%, 1/1/35, Continuously Callable @100

   

20,000

     

24,523

   

Series B, 5.00%, 10/1/37, Continuously Callable @100

   

6,000

     

7,411

   

Series B, 5.00%, 10/1/38, Continuously Callable @100

   

4,000

     

4,930

   
State of Connecticut, GO
Series A, 5.00%, 4/15/33, Continuously Callable @100
   

5,000

     

6,188

   

Series A, 5.00%, 4/15/34, Continuously Callable @100

   

5,575

     

6,882

   

Series A, 5.00%, 4/15/35, Continuously Callable @100

   

5,000

     

6,159

   

Series A, 4.00%, 4/15/37, Continuously Callable @100

   

1,825

     

2,123

   

Series C, 5.00%, 6/15/33, Continuously Callable @100

   

1,100

     

1,365

   

Series C, 5.00%, 6/15/34, Continuously Callable @100

   

2,625

     

3,250

   

Series C, 5.00%, 6/15/35, Continuously Callable @100

   

2,500

     

3,088

   

Series E, 5.00%, 9/15/35, Continuously Callable @100

   

2,000

     

2,479

   

Series E, 5.00%, 9/15/37, Continuously Callable @100

   

2,000

     

2,469

   

Series G, 5.00%, 11/15/35, Continuously Callable @100

   

5,000

     

5,942

   
Town of Hamden, GO (INS — Build America Mutual Assurance Co.),
Series A, 5.00%, 8/15/30, Continuously Callable @100
   

1,200

     

1,469

   
University of Connecticut Revenue
Series A, 5.00%, 4/15/34, Continuously Callable @100
   

6,805

     

8,387

   

Series A, 5.00%, 4/15/35, Continuously Callable @100

   

6,500

     

7,995

   

Series A, 5.00%, 4/15/36, Continuously Callable @100

   

11,175

     

13,710

   
     

202,256

   

District of Columbia (0.7%):

 
District of Columbia Housing Finance Agency Revenue (LIQ — Deutsche
Bank A.G.), Series DBE-8069, 0.58%, 6/1/39, Callable 6/1/38 @101 (b) (e)
   

10,000

     

10,000

   
District of Columbia Revenue
5.00%, 7/1/23
   

290

     

307

   

6.00%, 7/1/33, Pre-refunded 7/1/23 @100

   

1,280

     

1,446

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 7/1/39, Continuously Callable @100

 

$

1,000

   

$

1,112

   

5.00%, 7/1/39, Continuously Callable @100

   

800

     

938

   

Series A, 5.63%, 10/1/25, Pre-refunded 4/1/21 @100

   

3,870

     

3,870

   

Series A, 5.75%, 10/1/26, Pre-refunded 4/1/21 @100

   

5,000

     

5,000

   

Series A, 5.75%, 10/1/27, Pre-refunded 4/1/21 @100

   

6,000

     

6,000

   
Metropolitan Washington Airports Authority Dulles Toll Road Revenue
4.00%, 10/1/35, Continuously Callable @100
   

1,000

     

1,149

   

4.00%, 10/1/36, Continuously Callable @100

   

1,250

     

1,431

   

4.00%, 10/1/37, Continuously Callable @100

   

1,500

     

1,713

   

4.00%, 10/1/38, Continuously Callable @100

   

1,000

     

1,140

   
     

34,106

   

Florida (5.4%):

 
City of Cape Coral Water & Sewer Revenue
4.00%, 10/1/35, Continuously Callable @100
   

1,485

     

1,701

   

4.00%, 10/1/36, Continuously Callable @100

   

1,400

     

1,600

   

4.00%, 10/1/37, Continuously Callable @100

   

3,000

     

3,420

   

City of Jacksonville Revenue, 5.00%, 10/1/28, Continuously Callable @100

   

3,500

     

3,749

   
City of Pompano Beach Revenue
3.50%, 9/1/35, Continuously Callable @103
   

3,345

     

3,522

   

4.00%, 9/1/40, Continuously Callable @103

   

2,500

     

2,671

   
City of Port St. Lucie Special Assessment
4.00%, 7/1/31, Continuously Callable @100
   

3,195

     

3,657

   

4.00%, 7/1/32, Continuously Callable @100

   

2,000

     

2,275

   

4.00%, 7/1/33, Continuously Callable @100

   

2,785

     

3,153

   
City of Port St. Lucie Utility System Revenue,
4.00%, 9/1/31, Continuously Callable @100
   

1,000

     

1,146

   
City of Tampa Revenue
Series A, 3.00%, 9/1/36, Continuously Callable @80
   

700

     

443

   

Series A, 3.08%, 9/1/37, Continuously Callable @77

   

700

     

423

   

Series A, 3.17%, 9/1/38, Continuously Callable @74

   

850

     

492

   

Series A, 3.25%, 9/1/39, Continuously Callable @71

   

700

     

386

   

Series A, 3.33%, 9/1/40, Continuously Callable @67

   

850

     

447

   

Series B, 4.00%, 7/1/38, Continuously Callable @100

   

350

     

408

   

Series B, 4.00%, 7/1/39, Continuously Callable @100

   

700

     

814

   
Cityplace Community Development District Special Assessment (INS — Assured
Guaranty Municipal Corp.)
5/1/33 (g)
   

3,470

     

3,578

   

5/1/38, Continuously Callable @100 (h)

   

7,900

     

8,468

   
County of Escambia Revenue,
Series 2, 0.07%, 4/1/39, Continuously Callable @100 (b)
   

2,700

     

2,700

   

County of Jackson Revenue, 0.09%, 7/1/22, Continuously Callable @100 (b)

   

1,000

     

1,000

   

County of Lee Airport Revenue, 5.00%, 10/1/33, Continuously Callable @100

   

4,000

     

4,755

   
County of Lee Revenue
5.00%, 10/1/23
   

2,500

     

2,752

   

5.00%, 10/1/24

   

2,700

     

3,064

   
County of Lee Tourist Development Tax Revenue
Series B, 4.00%, 10/1/36, Continuously Callable @100
   

4,685

     

5,522

   

Series B, 4.00%, 10/1/37, Continuously Callable @100

   

4,970

     

5,832

   

Series B, 4.00%, 10/1/38, Continuously Callable @100

   

5,230

     

6,115

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
County of Miami-Dade Revenue, Series A, 5.00%, 10/1/25,
Pre-refunded 10/1/22 @100
 

$

2,000

   

$

2,141

   
County of St Lucie Sales Tax Revenue (INS — Assured Guaranty
Municipal Corp.), Series A, 5.00%, 10/1/28, Continuously Callable @100
   

7,370

     

8,196

   

County of St. Lucie Revenue, 0.08%, 9/1/28, Continuously Callable @100 (b)

   

22,165

     

22,165

   
Escambia County Health Facilities Authority Revenue
5.00%, 8/15/33, Continuously Callable @100
   

1,400

     

1,748

   

5.00%, 8/15/35, Continuously Callable @100

   

1,290

     

1,595

   

5.00%, 8/15/40, Continuously Callable @100

   

2,900

     

3,527

   
Florida Development Finance Corp. Revenue
Series A, 5.00%, 6/15/35, Continuously Callable @100
   

1,000

     

1,138

   

Series A, 5.00%, 6/15/40, Continuously Callable @100

   

1,650

     

1,851

   
Florida Higher Educational Facilities Financial Authority Revenue
5.00%, 10/1/35, Continuously Callable @100
   

1,250

     

1,457

   

5.00%, 10/1/36, Continuously Callable @100

   

1,000

     

1,160

   

4.00%, 10/1/37, Continuously Callable @100

   

1,000

     

1,073

   

4.00%, 10/1/38, Continuously Callable @100

   

750

     

803

   

5.00%, 3/1/39, Continuously Callable @100

   

7,055

     

7,870

   

4.00%, 10/1/39, Continuously Callable @100

   

800

     

853

   
Halifax Hospital Medical Center Revenue
5.00%, 6/1/35, Continuously Callable @100
   

2,325

     

2,668

   

5.00%, 6/1/36, Continuously Callable @100

   

2,750

     

3,187

   
Lake County School Board Certificate of Participation (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 6/1/29, Continuously Callable @100
   

1,250

     

1,407

   

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

2,225

     

2,503

   
Lee County IDA Revenue
5.00%, 10/1/28, Pre-refunded 10/1/22 @100
   

7,245

     

7,758

   

5.00%, 11/15/39, Continuously Callable @103

   

1,500

     

1,729

   
Lee County School Board Certificate of Participation,
Series A, 5.00%, 8/1/28, Continuously Callable @100
   

3,750

     

4,293

   
Lee Memorial Health System Revenue,
Series A-1, 4.00%, 4/1/37, Continuously Callable @100
   

5,000

     

5,743

   
Miami Beach Health Facilities Authority Revenue,
5.00%, 11/15/29, Pre-refunded 11/15/22 @100
   

6,560

     

7,062

   
Miami-Dade County Expressway Authority Revenue
Series A, 5.00%, 7/1/28, Continuously Callable @100
   

10,000

     

10,559

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,136

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

7,000

     

7,390

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

1,610

     

1,828

   

Series A, 5.00%, 7/1/31, Continuously Callable @100

   

1,255

     

1,424

   

Series A, 5.00%, 7/1/32, Continuously Callable @100

   

2,000

     

2,268

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

2,000

     

2,266

   

Series A, 5.00%, 7/1/34, Continuously Callable @100

   

2,000

     

2,265

   

Series B, 5.00%, 7/1/30, Continuously Callable @100

   

2,000

     

2,270

   

Series B, 5.00%, 7/1/31, Continuously Callable @100

   

2,000

     

2,269

   
Miami-Dade County Health Facilities Authority Revenue
5.00%, 8/1/27, Continuously Callable @100
   

4,750

     

5,238

   

5.00%, 8/1/28, Continuously Callable @100

   

4,950

     

5,455

   

5.00%, 8/1/29, Continuously Callable @100

   

5,250

     

5,781

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 8/1/30, Continuously Callable @100

 

$

3,500

   

$

3,852

   

5.00%, 8/1/31, Continuously Callable @100

   

5,780

     

6,357

   
Orange County Health Facilities Authority Revenue,
Series A, 5.00%, 10/1/35, Continuously Callable @100
   

4,000

     

4,773

   
Osceola County School Board Certificate of Participation,
Series A, 5.00%, 6/1/28, Continuously Callable @100
   

3,055

     

3,355

   
Palm Beach County Health Facilities Authority Revenue
5.00%, 11/15/23, Continuously Callable @100
   

7,595

     

7,920

   

Series B, 4.00%, 11/15/41, Continuously Callable @103

   

250

     

273

   
Pinellas County Educational Facilities Authority Revenue
5.00%, 10/1/21
   

1,995

     

2,033

   

4.00%, 10/1/22

   

1,080

     

1,125

   

4.00%, 10/1/23, Continuously Callable @100

   

1,415

     

1,474

   

5.38%, 10/1/26, Continuously Callable @100

   

2,045

     

2,087

   

5.00%, 10/1/27, Continuously Callable @100

   

1,895

     

1,999

   

6.50%, 10/1/31, Continuously Callable @100

   

2,615

     

2,682

   

Pinellas County IDA Revenue, 5.00%, 7/1/29

   

1,000

     

1,152

   
School District of Broward County Certificate of Participation
Series A, 5.00%, 7/1/29, Continuously Callable @100
   

2,000

     

2,360

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

2,000

     

2,358

   
Southeast Overtown Park West Community Redevelopment Agency Tax
Allocation, Series A-1, 5.00%, 3/1/30, Continuously Callable @100 (e)
   

3,195

     

3,519

   

St. Lucie County School Board Certificate of Participation

 

Series A, 5.00%, 7/1/25, Continuously Callable @100

   

2,045

     

2,256

   

Series A, 5.00%, 7/1/26, Continuously Callable @100

   

1,500

     

1,654

   
Sunshine State Governmental Financing Commission Revenue
(INS — Assured Guaranty Municipal Corp.), Series A, 5.00%, 9/1/21
   

1,055

     

1,076

   
Volusia County Educational Facility Authority Revenue
Series B, 5.00%, 10/15/28, Continuously Callable @100
   

1,000

     

1,163

   

Series B, 5.00%, 10/15/29, Continuously Callable @100

   

1,000

     

1,163

   

Series B, 5.00%, 10/15/30, Continuously Callable @100

   

1,500

     

1,742

   

Series B, 5.00%, 10/15/32, Continuously Callable @100

   

1,560

     

1,809

   
     

274,351

   

Georgia (2.6%):

 
Appling County Development Authority Revenue, 0.11%, 9/1/29,
Continuously Callable @100 (b)
   

5,000

     

5,000

   
Appling County Development Authority Revenue,
0.11%, 9/1/41, Continuously Callable @100 (b)
   

3,805

     

3,805

   
Cobb County Development Authority Revenue,
Series A, 2.25%, 4/1/33, (Put Date 10/1/29) (d)
   

4,975

     

5,309

   
Cobb County Housing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8068, 0.58%, 10/1/59, Callable 10/1/35 @100 (b) (e)
   

5,000

     

5,000

   
George L Smith II Congress Center Authority Revenue, 4.00%, 1/1/36,
Continuously Callable @100 (i)
   

1,000

     

1,146

   
Glynn-Brunswick Memorial Hospital Authority Revenue
4.00%, 8/1/36, Continuously Callable @100
   

1,840

     

2,105

   

4.00%, 8/1/37, Continuously Callable @100

   

1,500

     

1,710

   
Main Street Natural Gas, Inc. Revenue
4.00%, 8/1/48, (Put Date 12/1/23) (d)
   

15,000

     

16,352

   

Series A, 5.00%, 5/15/36

   

2,000

     

2,712

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 5/15/37

 

$

1,500

   

$

2,047

   

Series A, 5.00%, 5/15/38

   

2,500

     

3,450

   

Series C, 4.00%, 3/1/50, (Put Date 9/1/26) (d)

   

27,500

     

31,748

   
Private Colleges & Universities Authority Revenue
Series A, 5.25%, 10/1/27, Continuously Callable @100
   

3,000

     

3,063

   

Series C, 5.25%, 10/1/27, Continuously Callable @100

   

2,000

     

2,125

   
Savannah Hospital Authority Revenue,
4.00%, 7/1/39, Continuously Callable @100
   

2,500

     

2,831

   
The Burke County Development Authority Revenue
Series 1, 0.10%, 7/1/49, Continuously Callable @100 (b)
   

12,100

     

12,100

   

Series A, 1.50%, 1/1/40, (Put Date 2/3/25) (d)

   

6,500

     

6,580

   
The Burke County Development Authority Revenue (NBGA — Southern Co.),
0.08%, 11/1/52, Continuously Callable @100 (b)
   

20,500

     

20,500

   
The Development Authority of Monroe County Revenue, 0.11%, 11/1/48,
Continuously Callable @100 (b)
   

1,400

     

1,400

   

The Monroe County Development Authority Revenue, 0.09%, 6/1/49 (b)

   

4,925

     

4,925

   
     

133,908

   

Guam (0.4%):

 
Guam Government Waterworks Authority Revenue
5.00%, 7/1/28, Continuously Callable @100
   

1,000

     

1,088

   

5.25%, 7/1/33, Pre-refunded 7/1/23 @100

   

3,000

     

3,323

   

5.00%, 7/1/36, Continuously Callable @100

   

1,250

     

1,447

   

5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,178

   

Series A, 5.00%, 7/1/23

   

750

     

817

   

Series A, 5.00%, 7/1/24

   

600

     

675

   

Series A, 5.00%, 7/1/25, Continuously Callable @100

   

750

     

843

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,000

     

1,121

   
Guam Power Authority Revenue
Series A, 5.00%, 10/1/29, Continuously Callable @100
   

1,000

     

1,120

   

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

1,000

     

1,119

   

Series A, 5.00%, 10/1/31, Continuously Callable @100

   

695

     

778

   
Guam Power Authority Revenue (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/27, Continuously Callable @100
   

1,000

     

1,059

   

Series A, 5.00%, 10/1/30, Continuously Callable @100

   

1,000

     

1,059

   

Series A, 5.00%, 10/1/32, Continuously Callable @100

   

1,000

     

1,127

   
Territory of Guam Revenue
Series A, 5.00%, 12/1/30, Continuously Callable @100
   

1,500

     

1,738

   

Series A, 5.00%, 12/1/31, Continuously Callable @100

   

2,000

     

2,310

   
     

20,802

   

Idaho (0.3%):

 
Idaho Health Facilities Authority Revenue
5.00%, 3/1/35, Continuously Callable @100
   

5,805

     

7,073

   

5.00%, 3/1/36, Continuously Callable @100

   

4,085

     

4,957

   

5.00%, 3/1/37, Continuously Callable @100

   

3,000

     

3,634

   
     

15,664

   

Illinois (14.4%):

 
Champaign County Community Unit School District No. 4 Champaign, GO
4.00%, 6/1/34, Continuously Callable @100
   

1,000

     

1,168

   

See notes to financial statements.


17


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 6/1/35, Continuously Callable @100

 

$

1,290

   

$

1,500

   

4.00%, 6/1/36, Continuously Callable @100

   

1,575

     

1,824

   
Chicago Board of Education, GO
Series A, 12/1/25 (f)
   

1,600

     

1,484

   

Series A, 12/1/26 (f)

   

3,700

     

3,338

   

Series A, 5.00%, 12/1/36, Continuously Callable @100

   

2,110

     

2,550

   

Series A, 5.00%, 12/1/40, Continuously Callable @100

   

1,700

     

2,030

   

Series B, 5.00%, 12/1/36, Continuously Callable @100

   

1,250

     

1,506

   
Chicago Midway International Airport Revenue
Series B, 5.00%, 1/1/27, Continuously Callable @100
   

6,525

     

7,004

   

Series B, 5.00%, 1/1/29, Continuously Callable @100

   

11,750

     

13,047

   

Series B, 5.00%, 1/1/30, Continuously Callable @100

   

5,175

     

5,742

   

Series B, 5.00%, 1/1/31, Continuously Callable @100

   

8,910

     

9,879

   

Series B, 5.00%, 1/1/32, Continuously Callable @100

   

6,000

     

6,648

   

Series B, 5.25%, 1/1/33, Continuously Callable @100

   

1,635

     

1,758

   

Series B, 4.00%, 1/1/34, Continuously Callable @100

   

3,500

     

3,864

   

Series B, 4.00%, 1/1/35, Continuously Callable @100

   

3,000

     

3,302

   
Chicago O'Hare International Airport Revenue
5.00%, 1/1/33, Continuously Callable @100
   

11,560

     

13,363

   

5.00%, 1/1/34, Continuously Callable @100

   

5,675

     

6,555

   

Series A, 4.00%, 1/1/37, Continuously Callable @100

   

2,000

     

2,322

   

Series A, 4.00%, 1/1/38, Continuously Callable @100

   

1,000

     

1,159

   

Series B, 5.25%, 1/1/29, Continuously Callable @100

   

13,480

     

14,609

   
Chicago O'Hare International Airport Revenue (INS — Assured
Guaranty Municipal Corp.)
5.00%, 1/1/28, Continuously Callable @100
   

3,620

     

3,799

   

5.00%, 1/1/29, Continuously Callable @100

   

1,500

     

1,573

   

5.13%, 1/1/30, Continuously Callable @100

   

2,150

     

2,260

   
Chicago Park District, GO
Series F-2, 4.00%, 1/1/34, Continuously Callable @100
   

1,200

     

1,364

   

Series F-2, 4.00%, 1/1/36, Continuously Callable @100

   

1,300

     

1,458

   

Series F-2, 5.00%, 1/1/37, Continuously Callable @100

   

2,000

     

2,412

   

Series F-2, 4.00%, 1/1/38, Continuously Callable @100

   

1,750

     

1,952

   

Series F-2, 5.00%, 1/1/39, Continuously Callable @100

   

1,500

     

1,800

   

Series F-2, 5.00%, 1/1/40, Continuously Callable @100

   

1,125

     

1,347

   
Chicago Transit Authority Sales Tax Receipts Fund Revenue,
Series A, 5.00%, 12/1/45, Continuously Callable @100
   

5,000

     

6,098

   
City of Chicago Special Assessment, 6.63%, 12/1/22,
Continuously Callable @100
   

1,241

     

1,245

   
City of Chicago Wastewater Transmission Revenue
5.00%, 1/1/31, Continuously Callable @100
   

1,000

     

1,116

   

5.00%, 1/1/32, Continuously Callable @100

   

1,000

     

1,116

   

Series B, 5.00%, 1/1/35, Continuously Callable @100

   

8,000

     

9,611

   

Series C, 5.00%, 1/1/33, Continuously Callable @100

   

3,500

     

4,030

   

Series C, 5.00%, 1/1/34, Continuously Callable @100

   

1,000

     

1,151

   

Series C, 5.00%, 1/1/35, Continuously Callable @100

   

1,250

     

1,434

   
City of Chicago Waterworks Revenue
5.00%, 11/1/28, Continuously Callable @100
   

1,500

     

1,815

   

5.00%, 11/1/29, Continuously Callable @100

   

725

     

876

   

5.00%, 11/1/30, Continuously Callable @100

   

2,000

     

2,413

   

See notes to financial statements.


18


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 11/1/31, Continuously Callable @100

 

$

2,000

   

$

2,282

   

5.00%, 11/1/33, Continuously Callable @100

   

2,000

     

2,280

   

5.00%, 11/1/36, Continuously Callable @100

   

2,665

     

3,209

   

Series A-1, 5.00%, 11/1/29, Continuously Callable @100

   

1,000

     

1,208

   

Series A-1, 5.00%, 11/1/31, Continuously Callable @100

   

1,000

     

1,203

   
City of Chicago Waterworks Revenue (INS — Assured Guaranty Municipal Corp.)
5.25%, 11/1/34, Continuously Callable @100
   

2,105

     

2,663

   

5.25%, 11/1/35, Continuously Callable @100

   

1,635

     

2,048

   

Series 2017-2, 5.00%, 11/1/36, Continuously Callable @100

   

3,145

     

3,879

   

Series 2017-2, 5.00%, 11/1/37, Continuously Callable @100

   

2,500

     

3,080

   
City of Chicago, GO (INS — National Public Finance
Guarantee Corp.), 1/1/23 (f)
   

30,000

     

29,057

   
City of Springfield Electric Revenue (INS — Assured Guaranty Municipal Corp.),
5.00%, 3/1/34, Continuously Callable @100
   

3,000

     

3,470

   

City of Springfield, GO, 5.00%, 12/1/30, Continuously Callable @100

   

8,500

     

10,103

   
County of Cook Sales Tax Revenue
4.00%, 11/15/34, Continuously Callable @100
   

3,750

     

4,351

   

5.00%, 11/15/35, Continuously Callable @100

   

7,000

     

8,605

   

5.00%, 11/15/36, Continuously Callable @100

   

5,000

     

6,135

   
County of Cook, GO
5.00%, 11/15/34, Continuously Callable @100
   

2,000

     

2,383

   

5.00%, 11/15/35, Continuously Callable @100

   

2,000

     

2,364

   

Series A, 5.00%, 11/15/31, Continuously Callable @100

   

2,500

     

3,030

   
Illinois Educational Facilities Authority Revenue
4.45%, 11/1/36, Continuously Callable @102
   

4,500

     

5,204

   

3.90%, 11/1/36, Continuously Callable @102

   

2,220

     

2,490

   

4.00%, 11/1/36, Continuously Callable @102

   

9,750

     

11,129

   
Illinois Finance Authority Revenue
3.25%, 5/15/22
   

1,125

     

1,134

   

5.00%, 2/15/27 (j)

   

7,650

     

5,444

   

5.40%, 4/1/27, Continuously Callable @100

   

1,435

     

1,437

   

4.00%, 5/15/27

   

3,065

     

3,268

   

5.50%, 7/1/28, Continuously Callable @100

   

8,250

     

9,143

   

3.90%, 3/1/30, Continuously Callable @100

   

20,000

     

22,096

   

5.00%, 5/15/30, Continuously Callable @100

   

1,000

     

1,149

   

5.00%, 5/15/31, Continuously Callable @100

   

1,875

     

2,073

   

5.00%, 8/15/32, Pre-refunded 8/15/26 @100

   

1,500

     

1,846

   

5.00%, 8/15/33, Pre-refunded 8/15/26 @100

   

1,155

     

1,422

   

5.00%, 8/15/34, Pre-refunded 8/15/26 @100

   

1,000

     

1,231

   

5.00%, 12/1/34, Continuously Callable @100

   

3,500

     

4,144

   

5.00%, 5/15/35, Continuously Callable @100

   

1,100

     

1,256

   

5.00%, 8/15/35, Continuously Callable @100

   

4,000

     

4,559

   

5.00%, 10/1/35, Continuously Callable @100

   

600

     

746

   

4.00%, 12/1/35, Continuously Callable @100

   

5,000

     

5,513

   

5.00%, 5/15/36, Continuously Callable @100

   

1,400

     

1,518

   

4.00%, 12/1/36, Continuously Callable @100

   

3,000

     

3,308

   

5.00%, 2/15/37, Continuously Callable @100

   

1,000

     

1,101

   

5.00%, 10/1/37, Continuously Callable @100

   

700

     

866

   

2.45%, 10/1/39, (Put Date 10/1/29) (d)

   

14,000

     

15,004

   

5.00%, 10/1/39, Continuously Callable @100

   

700

     

862

   

See notes to financial statements.


19


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 10/1/40, Continuously Callable @100

 

$

1,000

   

$

1,132

   

Series A, 4.50%, 5/15/25, Pre-refunded 5/15/22 @100

   

8,210

     

8,605

   

Series A, 5.38%, 8/15/26, Continuously Callable @100

   

7,665

     

7,807

   

Series A, 4.00%, 10/1/31, Continuously Callable @100

   

1,000

     

1,153

   

Series A, 4.00%, 10/1/32, Continuously Callable @100

   

1,000

     

1,145

   

Series A, 5.00%, 9/1/34, Continuously Callable @100

   

3,385

     

3,902

   

Series A, 4.00%, 10/1/34, Continuously Callable @100

   

1,000

     

1,135

   

Series A, 5.00%, 11/15/34, Continuously Callable @100

   

3,700

     

4,352

   

Series A, 5.00%, 11/15/35, Continuously Callable @100

   

3,000

     

3,516

   

Series C, 4.00%, 2/15/36, Continuously Callable @100

   

18,000

     

20,077

   
Illinois Municipal Electric Agency Revenue,
Series A, 4.00%, 2/1/33, Continuously Callable @100
   

14,650

     

16,512

   

Illinois Sports Facilities Authority Revenue

 

5.25%, 6/15/30, Continuously Callable @100

   

3,000

     

3,319

   

5.00%, 6/15/30, Continuously Callable @100

   

1,025

     

1,217

   

5.25%, 6/15/31, Continuously Callable @100

   

5,000

     

5,520

   

5.25%, 6/15/32, Continuously Callable @100

   

5,000

     

5,510

   

Illinois State Toll Highway Authority Revenue

 

Series A, 5.00%, 12/1/32, Continuously Callable @100

   

5,000

     

5,960

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

5,870

     

6,890

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

5,600

     

6,568

   

Series A, 5.00%, 1/1/36, Continuously Callable @100

   

7,000

     

8,203

   

Kane Cook & DuPage Counties School District No. U-46 Elgin, GO

 

Series D, 5.00%, 1/1/32, Continuously Callable @100

   

2,800

     

3,126

   

Series D, 5.00%, 1/1/33, Continuously Callable @100

   

4,000

     

4,464

   

Kendall Kane & Will Counties Community Unit School District No. 308, GO

 

5.00%, 2/1/35, Continuously Callable @100

   

5,000

     

5,855

   

5.00%, 2/1/36, Continuously Callable @100

   

6,000

     

6,928

   
Madison County Community Unit School District No. 7 Edwardsville,
GO (INS — Build America Mutual Assurance Co.)
 

5.00%, 12/1/28, Continuously Callable @100

   

1,210

     

1,422

   

5.00%, 12/1/29, Continuously Callable @100

   

1,250

     

1,467

   
Madison-Macoupin Etc Counties Community College District No. 536,
GO (INS — Assured Guaranty Municipal Corp.)
 

Series A, 5.00%, 11/1/31, Continuously Callable @100

   

1,000

     

1,203

   

Series A, 5.00%, 11/1/32, Continuously Callable @100

   

2,000

     

2,395

   

Series A, 5.00%, 11/1/33, Continuously Callable @100

   

750

     

891

   
Metropolitan Pier & Exposition Authority Revenue,
5.00%, 6/15/42, Continuously Callable @100
   

2,000

     

2,440

   
Metropolitan Pier & Exposition Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 6/15/26 (f)
   

5,000

     

4,644

   

Northern Illinois Municipal Power Agency Revenue

 

Series A, 4.00%, 12/1/31, Continuously Callable @100

   

1,800

     

2,077

   

Series A, 4.00%, 12/1/32, Continuously Callable @100

   

2,100

     

2,411

   

Series A, 4.00%, 12/1/33, Continuously Callable @100

   

4,000

     

4,578

   

Series A, 4.00%, 12/1/35, Continuously Callable @100

   

5,000

     

5,691

   
Northern Illinois University Revenue (INS — Build America Mutual
Assurance Co.), Series B, 4.00%, 4/1/39, Continuously Callable @100
   

1,375

     

1,545

   
Railsplitter Tobacco Settlement Authority Revenue, 5.50%, 6/1/23,
Pre-refunded 6/1/21 @100
   

10,000

     

10,084

   

See notes to financial statements.


20


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Regional Transportation Authority Revenue
Series A, 4.00%, 7/1/34, Continuously Callable @100
 

$

23,160

   

$

27,070

   

Series A, 4.00%, 7/1/35, Continuously Callable @100

   

11,650

     

13,582

   
Sales Tax Securitization Corp. Revenue
Series A, 4.00%, 1/1/38, Continuously Callable @100
   

6,310

     

7,193

   

Series A, 4.00%, 1/1/39, Continuously Callable @100

   

500

     

569

   
Sangamon County School District No. 186 Springfield, GO
Series B, 5.00%, 2/1/24
   

2,660

     

2,998

   

Series B, 5.00%, 2/1/24

   

1,040

     

1,177

   

Series B, 5.00%, 2/1/25, Continuously Callable @100

   

5,765

     

6,490

   

Series B, 5.00%, 2/1/25, Pre-refunded 2/1/24 @100

   

1,435

     

1,625

   
Sangamon County School District No. 186 Springfield, GO (INS — Build
America Mutual Assurance Co.),
Series B, 5.00%, 2/1/26, Continuously Callable @100
   

4,215

     

4,743

   
State of Illinois, GO
5.25%, 2/1/31, Continuously Callable @100
   

9,000

     

9,999

   

Series A, 5.00%, 11/1/25

   

11,000

     

12,768

   

Series B, 5.00%, 10/1/28

   

3,000

     

3,651

   

Series B, 5.00%, 11/1/32, Continuously Callable @100

   

10,000

     

12,094

   

Series C, 5.00%, 11/1/29, Continuously Callable @100

   

6,705

     

7,803

   

Series D, 5.00%, 11/1/28, Continuously Callable @100

   

5,795

     

6,793

   
State of Illinois, GO (INS — Assured Guaranty Municipal Corp.)
4.00%, 2/1/30, Continuously Callable @100
   

7,000

     

7,893

   

Series A, 5.00%, 4/1/29, Continuously Callable @100

   

10,000

     

10,876

   
State of Illinois, GO (INS — Build America Mutual Assurance Co.),
Series D, 5.00%, 11/1/25 (c)
   

10,000

     

11,768

   
University of Illinois Revenue,
Series A, 4.00%, 4/1/33, Continuously Callable @100
   

12,475

     

13,902

   
Village of Bolingbrook, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 1/1/29, Continuously Callable @100
   

1,750

     

2,161

   

Series A, 5.00%, 1/1/30, Continuously Callable @100

   

1,500

     

1,836

   

Series A, 5.00%, 1/1/31, Continuously Callable @100

   

2,400

     

2,921

   

Series A, 5.00%, 1/1/32, Continuously Callable @100

   

2,350

     

2,845

   

Series A, 5.00%, 1/1/33, Continuously Callable @100

   

1,450

     

1,749

   

Series A, 5.00%, 1/1/38, Continuously Callable @100

   

1,500

     

1,791

   
Village of Gilberts Special Tax (INS — Build America Mutual Assurance Co.),
5.00%, 3/1/30, Continuously Callable @100
   

5,225

     

6,050

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 12/1/25
   

2,010

     

2,365

   

Series A, 5.00%, 12/1/26

   

2,110

     

2,541

   
Volo Village Special Service Area No. 3 & 6 Special Tax (INS — Assured
Guaranty Municipal Corp.)
 

5.00%, 3/1/34, Continuously Callable @100

   

2,997

     

3,511

   

4.00%, 3/1/36, Continuously Callable @100

   

1,250

     

1,370

   
Will County Community High School District No 210 Lincoln-Way, GO,
4.00%, 1/1/34, Continuously Callable @100
   

650

     

719

   
Williamson Jackson Etc Counties Community Unit School District No. 4, GO
(INS — Assured Guaranty Municipal Corp.)
5.00%, 12/1/28, Continuously Callable @100
   

1,835

     

2,158

   

5.00%, 12/1/29, Continuously Callable @100

   

1,925

     

2,261

   

See notes to financial statements.


21


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 12/1/30, Continuously Callable @100

 

$

2,025

   

$

2,376

   

5.00%, 12/1/34, Continuously Callable @100

   

6,000

     

6,926

   
     

733,133

   

Indiana (1.3%):

 

City of Rockport Revenue, Series A, 3.05%, 6/1/25

   

5,750

     

6,295

   

Hammond Multi-School Building Corp. Revenue

 

5.00%, 7/15/33, Continuously Callable @100

   

1,165

     

1,427

   

5.00%, 7/15/34, Continuously Callable @100

   

1,000

     

1,223

   

5.00%, 7/15/35, Continuously Callable @100

   

1,250

     

1,527

   

5.00%, 7/15/38, Continuously Callable @100

   

3,000

     

3,658

   
Indiana Bond Bank Revenue
1/15/30, Continuously Callable @97 (f)
   

740

     

632

   

7/15/30, Continuously Callable @96 (f)

   

750

     

632

   

7/15/31, Continuously Callable @93 (f)

   

1,490

     

1,215

   

7/15/32, Continuously Callable @91 (f)

   

1,400

     

1,096

   
Indiana Finance Authority Revenue
3.13%, 12/1/24
   

6,000

     

6,538

   

5.00%, 9/1/30, Continuously Callable @100

   

1,250

     

1,484

   

5.00%, 9/1/31, Continuously Callable @100

   

1,500

     

1,774

   

5.00%, 11/15/33, Continuously Callable @103

   

2,000

     

2,304

   

4.00%, 7/1/36, Continuously Callable @100

   

3,660

     

3,998

   

4.00%, 7/1/38, Continuously Callable @100

   

4,030

     

4,375

   

5.00%, 11/15/38, Continuously Callable @103

   

3,000

     

3,411

   

4.00%, 7/1/39, Continuously Callable @100

   

3,605

     

3,901

   

Series A, 5.00%, 5/1/24, Pre-refunded 5/1/23 @100

   

1,470

     

1,616

   

Series A, 5.00%, 5/1/27, Pre-refunded 5/1/23 @100

   

1,200

     

1,319

   

Series A, 5.00%, 6/1/32, Continuously Callable @100

   

10,500

     

10,824

   
Richmond Hospital Authority Revenue, 5.00%, 1/1/35,
Continuously Callable @100
   

6,500

     

7,431

   
     

66,680

   

Iowa (0.5%):

 

City of Waverly Revenue, 2.50%, 12/31/22, Continuously Callable @100

   

2,000

     

2,057

   
Iowa Finance Authority Revenue
Series E, 4.00%, 8/15/35, Continuously Callable @100
   

5,425

     

6,067

   

Series E, 4.00%, 8/15/36, Continuously Callable @100

   

15,105

     

16,851

   
     

24,975

   

Kansas (0.3%):

 
City of Wichita Revenue
4.20%, 9/1/27, Continuously Callable @100
   

2,750

     

2,781

   

4.63%, 9/1/33, Continuously Callable @100

   

10,000

     

10,105

   
     

12,886

   

Kentucky (3.2%):

 
City of Ashland Revenue
4.00%, 2/1/35, Continuously Callable @100
   

470

     

506

   

4.00%, 2/1/36, Continuously Callable @100

   

2,410

     

2,511

   

4.00%, 2/1/37, Continuously Callable @100

   

1,115

     

1,191

   

County of Trimble Revenue, 3.75%, 6/1/33, Continuously Callable @100

   

15,000

     

16,920

   

See notes to financial statements.


22


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Kentucky Economic Development Finance Authority Revenue
5.00%, 5/15/26
 

$

6,750

   

$

6,929

   

5.00%, 5/15/31, Continuously Callable @100

   

7,205

     

7,385

   

5.00%, 5/15/36, Continuously Callable @100

   

2,500

     

2,565

   

Series B, 10/1/24 (f)

   

6,130

     

5,910

   

Series B-3, 1.45% (MUNIPSA+140bps), 2/1/46, (Put Date 2/1/25) (d) (k)

   

20,000

     

20,002

   
Kentucky Municipal Power Agency Revenue, Series A, 3.45%, 9/1/42,
(Put Date 3/1/26) (d)
   

7,000

     

7,268

   
Kentucky Public Energy Authority Revenue
Series B, 4.00%, 1/1/49, (Put Date 1/1/25) (d)
   

14,285

     

15,921

   

Series C-1, 4.00%, 12/1/49, (Put Date 6/1/25) (d)

   

20,000

     

22,500

   

Series C-3, 1.10% (MUNIPSA+105bps), 12/1/49, (Put Date 6/1/25) (d) (k)

   

20,000

     

20,305

   
Kentucky State Property & Building Commission Revenue
5.00%, 5/1/35, Continuously Callable @100
   

1,000

     

1,204

   

5.00%, 5/1/36, Continuously Callable @100

   

1,000

     

1,201

   

5.00%, 5/1/37, Continuously Callable @100

   

3,000

     

3,596

   

Series A, 5.00%, 2/1/32, Continuously Callable @100

   

2,000

     

2,356

   

Series A, 5.00%, 2/1/33, Continuously Callable @100

   

2,250

     

2,647

   

Series A, 4.00%, 11/1/35, Continuously Callable @100

   

565

     

655

   

Series A, 4.00%, 11/1/36, Continuously Callable @100

   

750

     

869

   

Series A, 4.00%, 11/1/37, Continuously Callable @100

   

750

     

864

   

Series A, 4.00%, 11/1/38, Continuously Callable @100

   

500

     

576

   
Louisville/Jefferson County Metropolitan Government Revenue
5.00%, 12/1/22, Pre-refunded 6/1/22 @100
   

3,830

     

4,045

   

5.00%, 12/1/23, Pre-refunded 6/1/22 @100

   

2,760

     

2,915

   

5.00%, 12/1/24, Pre-refunded 6/1/22 @100

   

7,160

     

7,562

   

1.75%, 2/1/35, (Put Date 7/1/26) (d)

   

5,000

     

5,206

   
     

163,609

   

Louisiana (3.7%):

 
City of New Orleans Sewerage Service Revenue
5.00%, 6/1/31, Pre-refunded 6/1/25 @100
   

700

     

832

   

5.00%, 6/1/32, Pre-refunded 6/1/25 @100

   

1,150

     

1,368

   

5.00%, 6/1/34, Pre-refunded 6/1/25 @100

   

1,500

     

1,784

   

City of New Orleans Water System Revenue

 

5.00%, 12/1/33, Pre-refunded 12/1/25 @100

   

1,500

     

1,813

   

5.00%, 12/1/35, Pre-refunded 12/1/25 @100

   

1,500

     

1,813

   

City of Shreveport Water & Sewer Revenue

 

Series B, 5.00%, 12/1/31, Continuously Callable @100

   

5,330

     

6,142

   

Series B, 5.00%, 12/1/32, Continuously Callable @100

   

5,125

     

5,901

   
City of Shreveport Water & Sewer Revenue (INS — Assured Guaranty
Municipal Corp.)
 

5.00%, 12/1/33, Continuously Callable @100

   

1,515

     

1,781

   

5.00%, 12/1/34, Continuously Callable @100

   

1,500

     

1,775

   

5.00%, 12/1/35, Continuously Callable @100

   

1,510

     

1,785

   
City of Shreveport Water & Sewer Revenue (INS — Build
America Mutual Assurance Co.)
Series C, 5.00%, 12/1/30, Continuously Callable @100
   

1,000

     

1,246

   

Series C, 5.00%, 12/1/31, Continuously Callable @100

   

2,000

     

2,480

   

See notes to financial statements.


23


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue, 3.50%, 11/1/32,
Continuously Callable @100
 

$

18,750

   

$

20,414

   
Louisiana Public Facilities Authority Revenue
5.00%, 7/1/33, Pre-refunded 7/1/25 @100
   

55

     

66

   

5.00%, 7/1/33, Continuously Callable @100

   

8,940

     

10,515

   

5.00%, 5/15/34, Continuously Callable @100

   

2,975

     

3,566

   

5.00%, 5/15/34, Pre-refunded 5/15/26 @100

   

25

     

31

   

5.00%, 5/15/34, Continuously Callable @100

   

2,225

     

2,634

   

5.00%, 7/1/34, Pre-refunded 7/1/25 @100

   

85

     

101

   

5.00%, 7/1/34, Continuously Callable @100

   

13,465

     

15,822

   

5.00%, 5/15/35, Continuously Callable @100

   

2,000

     

2,391

   

4.00%, 5/15/35, Pre-refunded 5/15/26 @100

   

35

     

41

   

4.00%, 5/15/35, Continuously Callable @100

   

3,465

     

3,853

   

5.00%, 5/15/36, Continuously Callable @100

   

1,560

     

1,860

   

4.00%, 5/15/36, Pre-refunded 5/15/26 @100

   

15

     

18

   

4.00%, 5/15/36, Continuously Callable @100

   

1,485

     

1,645

   

Series A, 4.00%, 12/15/32, Continuously Callable @100

   

2,735

     

3,109

   

Series A, 4.00%, 12/15/33, Continuously Callable @100

   

3,095

     

3,504

   

Series B, 3.50%, 6/1/30, Continuously Callable @100

   

14,000

     

14,067

   
Louisiana Public Facilities Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 6/1/36, Continuously Callable @100
   

2,000

     

2,351

   
Louisiana State University & Agricultural & Mechanical College Revenue
Series A, 4.00%, 7/1/31, Continuously Callable @100
   

1,000

     

1,142

   

Series A, 4.00%, 7/1/32, Continuously Callable @100

   

1,000

     

1,133

   

Series A, 4.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,127

   
New Orleans Aviation Board Revenue (INS — Assured Guaranty
Municipal Corp.)
5.00%, 1/1/35, Continuously Callable @100
   

1,840

     

2,240

   

5.00%, 1/1/36, Continuously Callable @100

   

1,250

     

1,520

   

5.00%, 1/1/37, Continuously Callable @100

   

1,500

     

1,821

   

5.00%, 10/1/37, Continuously Callable @100

   

2,000

     

2,435

   

5.00%, 1/1/38, Continuously Callable @100

   

1,300

     

1,575

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put Date 6/1/22) (d)

   

16,750

     

17,432

   
Parish of St. James Revenue, Series A-1, 0.15%, 11/1/40,
Continuously Callable @100 (b)
   

22,500

     

22,500

   

Parish of St. John the Baptist Revenue, 2.20%, 6/1/37, (Put Date 7/1/26) (d)

   

6,750

     

6,950

   
Tobacco Settlement Financing Corp. Revenue
Series A, 5.00%, 5/15/23
   

5,000

     

5,496

   

Series A, 5.25%, 5/15/31, Continuously Callable @100

   

10,000

     

10,046

   
     

190,125

   

Maine (0.3%):

 
Maine Health & Higher Educational Facilities Authority Revenue
5.00%, 7/1/24, Continuously Callable @100
   

1,635

     

1,756

   

5.00%, 7/1/26, Continuously Callable @100

   

1,000

     

1,073

   

6.00%, 7/1/26, Pre-refunded 7/1/21 @100

   

11,500

     

11,662

   

5.00%, 7/1/27, Continuously Callable @100

   

1,000

     

1,073

   
     

15,564

   

See notes to financial statements.


24


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Maryland (1.1%):

 
City of Gaithersburg Revenue
5.00%, 1/1/33, Continuously Callable @104
 

$

3,000

   

$

3,397

   

5.00%, 1/1/36, Continuously Callable @104

   

1,000

     

1,125

   

Maryland Economic Development Corp. Revenue

 

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

1,250

     

1,469

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

1,000

     

1,161

   

Series A, 5.00%, 6/1/32, Continuously Callable @100

   

1,000

     

1,150

   

Series A, 5.00%, 6/1/35, Continuously Callable @100

   

2,000

     

2,263

   
Maryland Health & Higher Educational Facilities Authority Revenue
5.50%, 1/1/29, Continuously Callable @100
   

1,415

     

1,737

   

5.50%, 1/1/30, Continuously Callable @100

   

1,750

     

2,144

   

5.50%, 1/1/31, Continuously Callable @100

   

1,585

     

1,937

   

5.00%, 7/1/31, Continuously Callable @100

   

3,190

     

3,749

   

5.00%, 7/1/32, Continuously Callable @100

   

6,505

     

7,598

   

5.00%, 7/1/33, Continuously Callable @100

   

3,600

     

4,187

   

5.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,159

   

5.00%, 7/1/34, Continuously Callable @100

   

2,500

     

2,898

   

5.00%, 7/1/34, Continuously Callable @100

   

2,200

     

2,551

   

5.50%, 1/1/36, Continuously Callable @100

   

5,000

     

5,978

   

4.00%, 1/1/38, Continuously Callable @100

   

865

     

979

   

4.00%, 7/1/38, Continuously Callable @100

   

1,500

     

1,727

   

4.00%, 7/1/39, Continuously Callable @100

   

1,585

     

1,819

   

4.00%, 7/1/40, Continuously Callable @100

   

1,645

     

1,883

   

Series A, 5.00%, 7/1/33, Continuously Callable @100

   

1,000

     

1,179

   

Series A, 5.00%, 7/1/34, Continuously Callable @100

   

1,000

     

1,174

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

1,310

     

1,530

   

Series A, 5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,164

   
     

55,958

   

Massachusetts (1.3%):

 
Massachusetts Clean Water Trust Revenue,
Series 11, 4.75%, 8/1/25, Continuously Callable @100
   

110

     

110

   
Massachusetts Development Finance Agency Revenue
5.00%, 7/1/30, Continuously Callable @100
   

2,000

     

2,404

   

5.00%, 7/1/31, Continuously Callable @100

   

1,675

     

2,011

   

5.00%, 7/1/32, Continuously Callable @100

   

1,250

     

1,481

   

4.00%, 10/1/32, Continuously Callable @105 (e)

   

3,600

     

3,879

   

5.00%, 4/15/33, Continuously Callable @100

   

2,155

     

2,416

   

5.00%, 7/1/33, Continuously Callable @100

   

1,250

     

1,472

   

5.00%, 7/1/34, Continuously Callable @100

   

1,000

     

1,174

   

5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,249

   

5.00%, 7/1/36, Continuously Callable @100

   

895

     

1,071

   

5.00%, 7/1/36, Continuously Callable @100

   

2,000

     

2,350

   

5.00%, 7/1/37, Continuously Callable @100

   

800

     

997

   

5.00%, 7/1/37, Continuously Callable @100

   

1,215

     

1,447

   

5.00%, 10/1/37, Continuously Callable @105 (e)

   

1,000

     

1,093

   

5.00%, 7/1/38, Continuously Callable @100

   

600

     

746

   

5.00%, 7/1/38, Continuously Callable @100

   

335

     

398

   

Series A, 5.00%, 7/1/22

   

1,480

     

1,568

   

Series A, 5.00%, 7/1/27, Pre-refunded 7/1/22 @100

   

1,720

     

1,823

   

See notes to financial statements.


25


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series A, 5.00%, 1/1/31, Continuously Callable @100

 

$

450

   

$

540

   

Series A, 5.00%, 1/1/32, Continuously Callable @100

   

645

     

769

   

Series A, 5.00%, 1/1/33, Continuously Callable @100

   

535

     

634

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

700

     

825

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

735

     

863

   

Series A, 5.00%, 1/1/36, Continuously Callable @100

   

1,000

     

1,170

   

Series A, 5.00%, 7/1/36, Continuously Callable @100

   

2,000

     

2,439

   

Series A, 5.00%, 7/1/38, Continuously Callable @100

   

1,000

     

1,211

   

Series A, 5.00%, 7/1/39, Continuously Callable @100

   

2,250

     

2,716

   

Series E, 5.00%, 7/1/35, Continuously Callable @100

   

1,500

     

1,755

   

Series E, 5.00%, 7/1/36, Continuously Callable @100

   

1,000

     

1,166

   

Series G, 5.00%, 7/1/35, Continuously Callable @100

   

200

     

256

   

Series G, 5.00%, 7/1/36, Continuously Callable @100

   

200

     

255

   

Series G, 5.00%, 7/1/37, Continuously Callable @100

   

400

     

507

   

Series G, 5.00%, 7/1/38, Continuously Callable @100

   

300

     

380

   

Series G, 5.00%, 7/1/39, Continuously Callable @100

   

350

     

442

   

Series J2, 5.00%, 7/1/35, Continuously Callable @100

   

5,375

     

6,621

   

Series J2, 5.00%, 7/1/36, Continuously Callable @100

   

4,415

     

5,419

   

Series J2, 5.00%, 7/1/37, Continuously Callable @100

   

5,285

     

6,474

   

Series J2, 5.00%, 7/1/38, Continuously Callable @100

   

5,000

     

6,115

   
     

68,246

   

Michigan (2.1%):

 
Detroit Downtown Development Authority Tax Allocation (INS — Assured
Guaranty Municipal Corp.)
Series A, 5.00%, 7/1/36, Continuously Callable @100
   

1,000

     

1,128

   

Series A, 5.00%, 7/1/37, Continuously Callable @100

   

2,000

     

2,255

   

Flint Hospital Building Authority Revenue

 

4.00%, 7/1/32, Continuously Callable @100

   

2,525

     

2,803

   

4.00%, 7/1/33, Continuously Callable @100

   

2,620

     

2,895

   

4.00%, 7/1/34, Continuously Callable @100

   

2,730

     

3,003

   

4.00%, 7/1/35, Continuously Callable @100

   

1,635

     

1,791

   

4.00%, 7/1/38, Continuously Callable @100

   

1,855

     

2,006

   
Grand Traverse County Hospital Finance Authority Revenue,
Series A, 5.00%, 7/1/29, Continuously Callable @100
   

10,000

     

10,111

   
Great Lakes Water Authority Water Supply System Revenue,
Series D, 4.00%, 7/1/32, Continuously Callable @100
   

13,560

     

15,378

   
Kent Hospital Finance Authority Revenue,
Series A, 5.00%, 11/15/29, Pre-refunded 11/15/21 @100
   

12,000

     

12,358

   

Livonia Public Schools, GO (INS — Assured Guaranty Municipal Corp.)

 

5.00%, 5/1/32, Continuously Callable @100

   

2,775

     

3,299

   

5.00%, 5/1/33, Continuously Callable @100

   

2,875

     

3,404

   

5.00%, 5/1/34, Continuously Callable @100

   

2,965

     

3,499

   

5.00%, 5/1/35, Continuously Callable @100

   

3,065

     

3,603

   

5.00%, 5/1/36, Continuously Callable @100

   

2,770

     

3,244

   

Michigan Finance Authority Revenue

 

5.00%, 11/1/34, Continuously Callable @100

   

1,000

     

1,240

   

5.00%, 11/1/35, Continuously Callable @100

   

1,000

     

1,237

   

4.00%, 11/15/35, Continuously Callable @100

   

6,000

     

6,790

   

5.00%, 11/1/36, Continuously Callable @100

   

1,000

     

1,235

   

4.00%, 11/15/36, Continuously Callable @100

   

1,000

     

1,128

   

See notes to financial statements.


26


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 11/1/37, Continuously Callable @100

 

$

1,250

   

$

1,542

   

Series 2016, 5.00%, 12/1/34, Continuously Callable @100

   

8,200

     

9,852

   

Series 2016, 5.00%, 12/1/35, Continuously Callable @100

   

4,600

     

5,502

   
Michigan Finance Authority Revenue (NBGA — Michigan School Bond
Qualification and Loan Program)
Series A, 5.00%, 5/1/24
   

2,000

     

2,280

   

Series A, 5.00%, 5/1/25

   

1,700

     

2,003

   
Michigan State Building Authority Revenue,
Series I-A, 5.00%, 10/15/29, Continuously Callable @100
   

3,000

     

3,349

   
     

106,935

   

Minnesota (0.2%):

 
City of Minneapolis Revenue,
Series A, 5.00%, 11/15/36, Continuously Callable @100
   

5,000

     

6,089

   
Housing & Redevelopment Authority of The City of St Paul Minnesota Revenue
5.00%, 11/15/29, Pre-refunded 11/15/25 @100
   

1,750

     

2,106

   

5.00%, 11/15/30, Pre-refunded 11/15/25 @100

   

1,275

     

1,535

   
     

9,730

   

Mississippi (0.5%):

 
Mississippi Business Finance Corp. Revenue, 3.20%, 9/1/28,
Continuously Callable @100
   

6,000

     

6,316

   
Mississippi Development Bank Revenue
Series A, 5.00%, 4/1/28, Continuously Callable @100
   

755

     

816

   

Series A, 5.00%, 4/1/28, Pre-refunded 4/1/23 @100

   

920

     

1,008

   
Mississippi Development Bank Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 9/1/30, Continuously Callable @100
   

6,930

     

7,325

   
Mississippi Hospital Equipment & Facilities Authority Revenue
4.00%, 1/1/36, Continuously Callable @100
   

2,240

     

2,630

   

4.00%, 1/1/37, Continuously Callable @100

   

2,260

     

2,640

   

4.00%, 1/1/39, Continuously Callable @100

   

1,850

     

2,150

   

4.00%, 1/1/40, Continuously Callable @100

   

2,675

     

3,100

   
     

25,985

   

Missouri (1.2%):

 
Cape Girardeau County IDA Revenue
5.00%, 3/1/32, Continuously Callable @100
   

500

     

560

   

5.00%, 3/1/36, Continuously Callable @100

   

750

     

830

   

Series A, 5.00%, 6/1/25, Continuously Callable @100

   

1,780

     

1,875

   

Series A, 5.00%, 6/1/27, Continuously Callable @100

   

2,555

     

2,691

   

Series A, 6.00%, 3/1/33, Continuously Callable @103

   

2,215

     

2,407

   
Health & Educational Facilities Authority of the State of Missouri Revenue
5.00%, 2/1/29, Continuously Callable @104
   

1,000

     

1,132

   

5.00%, 5/1/30, Continuously Callable @100

   

2,310

     

2,454

   

5.00%, 5/15/32, Continuously Callable @103

   

1,555

     

1,721

   

5.25%, 5/1/33, Continuously Callable @100

   

2,350

     

2,503

   

5.00%, 2/1/34, Continuously Callable @104

   

2,000

     

2,250

   

5.00%, 5/15/36, Continuously Callable @103

   

4,565

     

4,996

   
Missouri Development Finance Board Revenue
Series A, 5.00%, 6/1/30, Continuously Callable @100
   

1,000

     

1,072

   

Series A, 5.00%, 6/1/31, Continuously Callable @100

   

4,215

     

4,518

   

See notes to financial statements.


27


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Missouri State Environmental Improvement & Energy Resources Authority
Revenue, Series A-R, 2.90%, 9/1/33, Continuously Callable @102
 

$

25,000

   

$

26,684

   
St. Louis County IDA Revenue
5.00%, 9/1/23
   

870

     

904

   

5.50%, 9/1/33, Continuously Callable @100

   

2,750

     

2,934

   
Stoddard County IDA Revenue,
Series B, 6.00%, 3/1/37, Continuously Callable @103
   

1,935

     

2,094

   
     

61,625

   

Montana (0.2%):

 

City of Forsyth Revenue, 3.90%, 3/1/31, Callable 3/1/23 @100

   

8,500

     

9,023

   

Nebraska (0.4%):

 

Central Plains Energy Project Revenue, Series A, 5.00%, 9/1/36

   

3,550

     

4,821

   

Douglas County Hospital Authority No. 3 Revenue

 

5.00%, 11/1/28, Continuously Callable @100

   

1,250

     

1,492

   

5.00%, 11/1/30, Continuously Callable @100

   

1,600

     

1,905

   
Nebraska Educational Health Cultural & Social Services
Finance Authority Revenue
4.00%, 1/1/35, Continuously Callable @102
   

795

     

882

   

4.00%, 1/1/36, Continuously Callable @102

   

1,240

     

1,369

   

4.00%, 1/1/37, Continuously Callable @102

   

1,000

     

1,099

   

4.00%, 1/1/38, Continuously Callable @102

   

1,295

     

1,419

   

4.00%, 1/1/39, Continuously Callable @102

   

1,800

     

1,965

   
Public Power Generation Agency Revenue,
5.00%, 1/1/37, Continuously Callable @100
   

2,400

     

2,849

   
     

17,801

   

Nevada (1.6%):

 
City of Carson City Revenue
5.00%, 9/1/29, Continuously Callable @100
   

620

     

758

   

5.00%, 9/1/31, Continuously Callable @100

   

1,000

     

1,210

   

5.00%, 9/1/33, Continuously Callable @100

   

1,000

     

1,201

   

5.00%, 9/1/37, Continuously Callable @100

   

1,950

     

2,322

   
City of North Las Vegas, GO (INS — Assured Guaranty Municipal Corp.)
4.00%, 6/1/35, Continuously Callable @100
   

1,870

     

2,166

   

4.00%, 6/1/37, Continuously Callable @100

   

7,345

     

8,445

   

4.00%, 6/1/38, Continuously Callable @100

   

6,135

     

7,034

   
City of Sparks Revenue
Series A, 2.50%, 6/15/24 (e)
   

900

     

908

   

Series A, 2.75%, 6/15/28 (e)

   

1,500

     

1,536

   

County of Clark Department of Aviation Revenue

 

5.00%, 7/1/26

   

3,660

     

4,440

   

5.00%, 7/1/27

   

2,220

     

2,759

   

Series A-2, 5.00%, 7/1/32, Continuously Callable @100

   

20,470

     

23,255

   

Series A-2, 5.00%, 7/1/33, Continuously Callable @100

   

10,845

     

12,310

   
Las Vegas Convention & Visitors Authority Revenue
Series C, 4.00%, 7/1/33, Continuously Callable @100
   

2,000

     

2,203

   

Series C, 4.00%, 7/1/34, Continuously Callable @100

   

4,560

     

5,009

   

Series C, 4.00%, 7/1/35, Continuously Callable @100

   

5,075

     

5,558

   
     

81,114

   

See notes to financial statements.


28


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

New Hampshire (0.3%):

 
New Hampshire Business Finance Authority Revenue,
4.00%, 1/1/41, Continuously Callable @103
 

$

2,250

   

$

2,465

   
New Hampshire Health and Education Facilities Authority Act Revenue
5.00%, 8/1/34, Continuously Callable @100
   

2,880

     

3,481

   

5.00%, 8/1/35, Continuously Callable @100

   

2,700

     

3,256

   

5.00%, 8/1/36, Continuously Callable @100

   

2,000

     

2,405

   

5.00%, 8/1/37, Continuously Callable @100

   

1,500

     

1,800

   
     

13,407

   

New Jersey (6.1%):

 
Casino Reinvestment Development Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
5.00%, 11/1/29, Continuously Callable @100
   

1,000

     

1,118

   

5.00%, 11/1/30, Continuously Callable @100

   

1,000

     

1,117

   
City of Atlantic City, GO (INS — Assured Guaranty Municipal Corp.)
Series B, 5.00%, 3/1/32, Continuously Callable @100
   

1,660

     

1,995

   

Series B, 5.00%, 3/1/37, Continuously Callable @100

   

1,250

     

1,478

   
City of Atlantic City, GO (INS — Build America Mutual Assurance Co.)
Series A, 5.00%, 3/1/32, Continuously Callable @100
   

630

     

758

   

Series A, 5.00%, 3/1/37, Continuously Callable @100

   

750

     

889

   
City of Bayonne, GO (INS — Build America Mutual Assurance Co.)
5.00%, 7/1/34, Continuously Callable @100
   

1,135

     

1,342

   

5.00%, 7/1/35, Continuously Callable @100

   

1,000

     

1,177

   
New Brunswick Parking Authority Revenue
(INS — Build America Mutual Assurance Co.)
Series A, 5.00%, 9/1/35, Continuously Callable @100
   

1,455

     

1,714

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

2,000

     

2,345

   
New Jersey Building Authority Revenue
Series A, 4.00%, 6/15/30, Pre-refunded 6/15/26 @100
   

400

     

471

   

Series A, 4.00%, 6/15/30, Continuously Callable @100

   

600

     

674

   
New Jersey Economic Development Authority Revenue
5.00%, 3/1/25, Continuously Callable @100
   

18,410

     

20,008

   

5.00%, 6/15/26, Continuously Callable @100

   

2,500

     

2,622

   

1.60% (MUNIPSA+155bps), 9/1/27, Callable 3/1/23 @100 (k)

   

10,000

     

10,151

   

1.65% (MUNIPSA+160bps), 3/1/28, Callable 3/1/23 @100 (k)

   

10,000

     

9,963

   

5.00%, 11/1/36, Continuously Callable @100

   

2,000

     

2,446

   

4.00%, 11/1/38, Continuously Callable @100

   

1,500

     

1,671

   

4.00%, 11/1/39, Continuously Callable @100

   

2,000

     

2,222

   

Series A, 5.00%, 6/15/25

   

5,125

     

5,989

   

Series A, 3.13%, 7/1/29, Continuously Callable @100

   

665

     

661

   

Series A, 3.38%, 7/1/30, Continuously Callable @100

   

1,000

     

1,033

   

Series B, 5.00%, 6/15/36, Continuously Callable @100

   

16,455

     

19,861

   

Series B, 5.00%, 6/15/37, Continuously Callable @100

   

16,280

     

19,612

   

Series WW, 5.25%, 6/15/33, Continuously Callable @100

   

9,000

     

10,483

   
New Jersey Economic Development Authority Revenue
(INS — Assured Guaranty Municipal Corp.),
5.00%, 6/15/25, Continuously Callable @100
   

10,000

     

11,432

   
New Jersey Educational Facilities Authority Revenue
Series B, 5.50%, 9/1/28, Continuously Callable @100
   

5,740

     

7,008

   

Series B, 5.50%, 9/1/29, Continuously Callable @100

   

4,000

     

4,877

   

See notes to financial statements.


29


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Series B, 5.50%, 9/1/30, Continuously Callable @100

 

$

3,000

   

$

3,653

   

Series B, 5.50%, 9/1/31, Continuously Callable @100

   

4,590

     

5,582

   

Series B, 5.50%, 9/1/32, Continuously Callable @100

   

8,075

     

9,792

   

Series F, 4.00%, 7/1/33, Continuously Callable @100

   

150

     

168

   

Series F, 4.00%, 7/1/33, Pre-refunded 7/1/26 @100

   

350

     

412

   

Series F, 4.00%, 7/1/34, Continuously Callable @100

   

260

     

290

   

Series F, 4.00%, 7/1/34, Pre-refunded 7/1/26 @100

   

490

     

577

   

Series F, 4.00%, 7/1/35, Continuously Callable @100

   

975

     

1,086

   

Series F, 4.00%, 7/1/35, Pre-refunded 7/1/26 @100

   

275

     

324

   
New Jersey Educational Facilities Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 7/1/34, Continuously Callable @100
   

3,000

     

3,561

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

3,350

     

3,969

   

Series A, 4.00%, 7/1/36, Continuously Callable @100

   

1,800

     

1,981

   
New Jersey Health Care Facilities Financing Authority Revenue
5.00%, 10/1/33, Continuously Callable @100
   

2,000

     

2,368

   

5.00%, 10/1/34, Continuously Callable @100

   

2,000

     

2,360

   

5.00%, 10/1/35, Continuously Callable @100

   

2,620

     

3,080

   
New Jersey Health Care Facilities Financing Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 7/1/27, Continuously Callable @100
   

2,000

     

2,338

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

1,500

     

1,739

   
New Jersey Transportation Trust Fund Authority Revenue
5.00%, 6/15/30, Continuously Callable @100
   

3,000

     

3,499

   

5.00%, 6/15/31, Continuously Callable @100

   

3,000

     

3,483

   

1.25% (MUNIPSA+120bps), 6/15/34, (Put Date 12/15/21) (d) (k)

   

10,000

     

10,080

   

Series A, 12/15/25 (f)

   

20,000

     

18,816

   

Series A, 5.00%, 12/15/33, Continuously Callable @100

   

2,000

     

2,433

   

Series A, 5.00%, 12/15/35, Continuously Callable @100

   

1,050

     

1,269

   

Series AA, 5.25%, 6/15/33, Continuously Callable @100

   

2,000

     

2,329

   

Series AA, 5.25%, 6/15/34, Continuously Callable @100

   

3,000

     

3,490

   

Series BB, 5.00%, 6/15/31, Continuously Callable @100

   

2,500

     

3,068

   

Series BB, 5.00%, 6/15/34, Continuously Callable @100

   

10,000

     

12,152

   
New Jersey Transportation Trust Fund Authority Revenue
(INS — AMBAC Assurance Corp.), Series B, 5.25%, 12/15/22
   

5,000

     

5,414

   

New Jersey Turnpike Authority Revenue

 

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

10,000

     

11,364

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

7,675

     

9,133

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

4,725

     

5,617

   

Series A, 4.00%, 1/1/42, Continuously Callable @100

   

3,000

     

3,503

   

Series B, 4.00%, 1/1/35, Continuously Callable @100

   

3,500

     

4,031

   
Newark Housing Authority Revenue (INS — Assured Guaranty Municipal Corp.)
4.00%, 12/1/29, Continuously Callable @100
   

500

     

568

   

4.00%, 12/1/30, Continuously Callable @100

   

750

     

844

   

4.00%, 12/1/31, Continuously Callable @100

   

500

     

558

   

South Jersey Transportation Authority Revenue

 

Series A, 5.00%, 11/1/30, Continuously Callable @100

   

500

     

572

   

Series A, 5.00%, 11/1/31, Continuously Callable @100

   

750

     

857

   

Series A, 5.00%, 11/1/34, Continuously Callable @100

   

1,085

     

1,240

   

Series A, 4.00%, 11/1/40, Continuously Callable @100

   

4,300

     

4,966

   

See notes to financial statements.


30


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

State of New Jersey, GO, Series A, 4.00%, 6/1/32

 

$

3,000

   

$

3,692

   
Tobacco Settlement Financing Corp. Revenue,
Series A, 5.00%, 6/1/36, Continuously Callable @100
   

5,000

     

6,135

   
     

307,510

   

New Mexico (0.6%):

 
City of Farmington Revenue
1.88%, 4/1/33, (Put Date 10/1/21) (d)
   

12,000

     

12,090

   

Series A, 0.14%, 6/1/40, Callable 5/3/21 @100 (b)

   

11,000

     

11,000

   
City of Santa Revenue
2.25%, 5/15/24, Continuously Callable @100
   

600

     

588

   

2.63%, 5/15/25, Continuously Callable @100

   

1,000

     

985

   

5.00%, 5/15/34, Continuously Callable @103

   

625

     

687

   

5.00%, 5/15/39, Continuously Callable @103

   

480

     

523

   
New Mexico Hospital Equipment Loan Council Revenue,
5.00%, 7/1/39, Continuously Callable @102
   

1,075

     

1,212

   
Village of Los Ranchos de Albuquerque Revenue
4.00%, 9/1/35, Continuously Callable @100
   

300

     

337

   

4.00%, 9/1/40, Continuously Callable @100

   

1,200

     

1,323

   
     

28,745

   

New York (5.7%):

 
Chautauqua Tobacco Asset Securitization Corp. Revenue,
5.00%, 6/1/34, Continuously Callable @100
   

3,700

     

3,869

   

City of Long Beach, GO, Series A, 0.63%, 2/22/22, Continuously Callable @100

   

9,300

     

9,320

   

City of New York, GO, Series 3, 0.21%, 4/1/42, Continuously Callable @100 (b)

   

9,000

     

9,000

   

City of Newburgh, GO, Series B, 5.00%, 6/15/23, Continuously Callable @100

   

575

     

606

   
City of Yonkers, GO (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 10/1/23, Continuously Callable @100
   

2,600

     

2,662

   

County of Nassau, GO, Series A, 5.00%, 1/1/36, Continuously Callable @100

   

1,150

     

1,337

   

County of Suffolk, GO, Series I, 2.00%, 7/22/21

   

4,000

     

4,015

   
Erie County Industrial Development Agency Revenue,
5.00%, 5/1/28, Continuously Callable @100
   

2,000

     

2,189

   
Hudson Yards Infrastructure Corp. Revenue,
Series A, 5.00%, 2/15/37, Continuously Callable @100
   

2,500

     

2,987

   
Metropolitan Transportation Authority Revenue
4.00%, 11/15/35, Continuously Callable @100
   

9,040

     

10,089

   

Series 2, (SOFR+80bps) 11/1/32, (Put Date 4/1/26) (d) (i) (k)

   

3,000

     

3,000

   

Series A-1, 5.00%, 2/1/23

   

4,000

     

4,303

   

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (d)

   

7,315

     

9,232

   

Series B-1, 5.00%, 5/15/22

   

1,000

     

1,047

   

Series C-1, 5.00%, 11/15/29, Continuously Callable @100

   

7,030

     

8,630

   

Series C-1, 4.00%, 11/15/32, Continuously Callable @100

   

9,300

     

10,600

   

Series C-1, 5.00%, 11/15/34, Continuously Callable @100

   

6,295

     

7,433

   

Series C-1, 5.00%, 11/15/36, Continuously Callable @100

   

3,705

     

4,325

   

Series D-1, 5.00%, 11/15/34, Continuously Callable @100

   

2,000

     

2,327

   

Series F, 5.00%, 11/15/34, Continuously Callable @100

   

2,000

     

2,326

   

Series F, 5.00%, 11/15/35, Continuously Callable @100

   

3,000

     

3,433

   
Metropolitan Transportation Authority Revenue
(INS — Assured Guaranty Municipal Corp.),
Series A-1, 4.00%, 11/15/41, Continuously Callable @100
   

9,820

     

11,246

   

See notes to financial statements.


31


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Monroe County Industrial Development Corp. Revenue
4.00%, 12/1/38, Continuously Callable @100
 

$

1,200

   

$

1,386

   

4.00%, 12/1/39, Continuously Callable @100

   

1,200

     

1,381

   
New York City Transitional Finance Authority Future Tax Secured Revenue,
4.00%, 11/1/38, Continuously Callable @100 (i)
   

1,250

     

1,473

   
New York City Trust for Cultural Resources Revenue,
Series A, 4.00%, 12/1/34, Continuously Callable @100
   

2,000

     

2,367

   
New York Liberty Development Corp. Revenue
2.63%, 9/15/69, Continuously Callable @100
   

3,350

     

3,386

   

2.80%, 9/15/69, Continuously Callable @100

   

20,500

     

19,834

   
New York State Dormitory Authority Revenue
5.00%, 12/1/35, Continuously Callable @100 (e)
   

600

     

695

   

6.00%, 7/1/40, Continuously Callable @100 (e) (j)

   

3,630

     

3,614

   

Series A, 5.00%, 5/1/23

   

15

     

16

   

Series A, 5.00%, 5/1/23

   

735

     

791

   

Series A, 5.00%, 5/1/24, Continuously Callable @100

   

735

     

791

   

Series A, 5.00%, 5/1/24, Pre-refunded 5/1/23 @100

   

15

     

17

   

Series A, 5.00%, 5/1/25, Continuously Callable @100

   

1,175

     

1,264

   

Series A, 5.00%, 5/1/25, Pre-refunded 5/1/23 @100

   

25

     

28

   

Series A, 5.00%, 5/1/26, Continuously Callable @100

   

980

     

1,053

   

Series A, 5.00%, 5/1/26, Pre-refunded 5/1/23 @100

   

20

     

22

   

Series A, 4.00%, 9/1/36, Continuously Callable @100

   

500

     

570

   

Series A, 4.00%, 9/1/37, Continuously Callable @100

   

350

     

398

   

Series A, 4.00%, 9/1/38, Continuously Callable @100

   

1,250

     

1,420

   

Series A, 4.00%, 9/1/40, Continuously Callable @100

   

750

     

849

   

Series A, 4.00%, 3/15/41, Continuously Callable @100

   

20,000

     

23,307

   

Series A, 4.00%, 3/15/43, Continuously Callable @100

   

20,000

     

23,136

   

Series A-1, 4.00%, 7/1/40, Continuously Callable @100

   

4,535

     

5,025

   

Series B, 5.00%, 2/15/32, Continuously Callable @100

   

19,995

     

23,298

   

Series B, 5.00%, 2/15/32, Pre-refunded 2/15/25 @100

   

5

     

6

   
New York State Dormitory Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 10/1/27, Continuously Callable @100
   

1,000

     

1,148

   

Series A, 5.00%, 10/1/28, Continuously Callable @100

   

1,000

     

1,147

   

Series A, 5.00%, 10/1/29, Continuously Callable @100

   

1,300

     

1,489

   
New York State Housing Finance Agency Revenue
(LIQ — Deutsche Bank A.G.), Series DBE-DBE-8073,
0.58%, 8/1/50, Continuously Callable @100 (b) (e)
   

5,110

     

5,110

   
New York State Urban Development Corp. Revenue,
Series E, 4.00%, 3/15/38, Continuously Callable @100
   

20,000

     

23,214

   
Niagara Falls City School District Certificate of Participation
(INS — Assured Guaranty Municipal Corp.)
5.00%, 6/15/23
   

1,670

     

1,826

   

5.00%, 6/15/24

   

1,450

     

1,642

   

5.00%, 6/15/25, Continuously Callable @100

   

1,670

     

1,889

   
Saratoga County Capital Resource Corp. Revenue,
Series A, 5.00%, 12/1/28, Continuously Callable @100
   

790

     

885

   
Suffolk County Economic Development Corp. Revenue
5.00%, 7/1/28, Pre-refunded 7/1/21 @100
   

220

     

222

   

5.00%, 7/1/28, Continuously Callable @100

   

1,280

     

1,294

   

See notes to financial statements.


32


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Town of Oyster Bay, GO
4.00%, 2/15/24
 

$

5,415

   

$

5,959

   

4.00%, 2/15/25

   

9,750

     

11,009

   

4.00%, 2/15/26

   

3,000

     

3,468

   
Westchester County Local Development Corp. Revenue,
5.00%, 1/1/28, Continuously Callable @100
   

1,350

     

1,432

   
     

291,837

   

North Carolina (0.4%):

 
North Carolina Medical Care Commission Revenue
5.00%, 10/1/25
   

1,500

     

1,588

   

6.38%, 7/1/26, Pre-refunded 7/1/21 @100

   

4,805

     

4,877

   

5.00%, 10/1/30, Continuously Callable @100

   

1,850

     

1,968

   

5.00%, 10/1/40, Continuously Callable @103

   

1,050

     

1,163

   

5.00%, 10/1/45, Continuously Callable @103

   

1,000

     

1,096

   

Series A, 4.00%, 9/1/40, Continuously Callable @100

   

3,050

     

3,244

   

Series A, 4.00%, 10/1/40, Continuously Callable @103

   

600

     

656

   

Series A, 5.00%, 10/1/40, Continuously Callable @103

   

1,800

     

2,117

   

Series A, 5.00%, 10/1/45, Continuously Callable @103

   

1,800

     

2,089

   

Series A, 4.00%, 10/1/45, Continuously Callable @103

   

1,000

     

1,081

   
     

19,879

   

North Dakota (0.3%):

 

City of Grand Forks Revenue, 5.00%, 12/1/29, Continuously Callable @100

   

11,085

     

11,403

   
County of Ward Revenue,
Series C, 5.00%, 6/1/43, Continuously Callable @100
   

4,500

     

5,164

   
     

16,567

   

Ohio (2.9%):

 
Akron Bath Copley Joint Township Hospital District Revenue
4.00%, 11/15/36, Continuously Callable @100
   

1,000

     

1,143

   

4.00%, 11/15/37, Continuously Callable @100

   

800

     

913

   

4.00%, 11/15/38, Continuously Callable @100

   

500

     

567

   

City of Centerville Revenue, 5.25%, 11/1/37, Continuously Callable @100

   

2,250

     

2,335

   
City of Cleveland Airport System Revenue
Series A, 5.00%, 1/1/30, Pre-refunded 1/1/22 @100
   

2,000

     

2,072

   

Series A, 5.00%, 1/1/31, Pre-refunded 1/1/22 @100

   

1,000

     

1,036

   
County of Allen Hospital Facilities Revenue
4.00%, 12/1/40, Continuously Callable @100
   

7,500

     

8,783

   

Series A, 4.00%, 8/1/36, Continuously Callable @100

   

5,000

     

5,774

   

Series A, 4.00%, 8/1/37, Continuously Callable @100

   

10,800

     

12,439

   
County of Cuyahoga Revenue
4.00%, 2/15/29, Continuously Callable @100
   

7,430

     

8,456

   

5.00%, 2/15/37, Continuously Callable @100

   

4,000

     

4,607

   
County of Hamilton Revenue
5.00%, 1/1/31, Continuously Callable @100
   

1,350

     

1,491

   

5.00%, 1/1/36, Continuously Callable @100

   

1,400

     

1,514

   

5.00%, 9/15/39, Continuously Callable @100

   

1,375

     

1,695

   

5.00%, 9/15/40, Continuously Callable @100

   

1,100

     

1,350

   
County of Hamilton Sales Tax Revenue
(INS — AMBAC Assurance Corp.), Series B, 12/1/25 (f)
   

4,365

     

4,141

   

See notes to financial statements.


33


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

County of Hancock Revenue, 6.50%, 12/1/30, Pre-refunded 6/1/21 @100

 

$

9,000

   

$

9,090

   

County of Hardi Revenue, 5.25%, 5/1/40, Continuously Callable @103

   

2,000

     

2,094

   
County of Montgomery Revenue
3.00%, 11/15/36, Continuously Callable @100
   

7,000

     

7,453

   

5.00%, 11/15/37, Continuously Callable @100

   

2,200

     

2,692

   

County of Ross Revenue, 5.00%, 12/1/39, Continuously Callable @100

   

2,405

     

2,977

   
Dayton City School District, GO
5.00%, 11/1/28
   

2,805

     

3,577

   

5.00%, 11/1/29

   

3,655

     

4,741

   

5.00%, 11/1/30

   

3,160

     

4,170

   

5.00%, 11/1/31

   

2,000

     

2,685

   
Ohio Higher Educational Facility Commission Revenue
5.00%, 5/1/31, Continuously Callable @100
   

1,000

     

1,165

   

5.00%, 5/1/33, Continuously Callable @100

   

500

     

582

   
Ohio Turnpike & Infrastructure Commission Revenue,
5.25%, 2/15/29, Continuously Callable @100
   

2,000

     

2,179

   

Ohio Water Development Authority Revenue, 12/1/33 (j) (l)

   

26,000

     

   
Port of Greater Cincinnati Development Authority Revenue,
Series A, 3.00%, 5/1/23, Continuously Callable @100
   

9,535

     

9,507

   
Southeastern Ohio Port Authority Revenue
5.50%, 12/1/29, Continuously Callable @100
   

750

     

833

   

5.00%, 12/1/35, Continuously Callable @100

   

750

     

808

   
State of Ohio Revenue
5.00%, 1/15/34, Continuously Callable @100
   

7,210

     

8,556

   

5.00%, 1/15/35, Continuously Callable @100

   

6,000

     

7,093

   

5.00%, 1/15/36, Continuously Callable @100

   

3,070

     

3,610

   

4.00%, 11/15/36, Continuously Callable @100

   

1,260

     

1,451

   

4.00%, 11/15/38, Continuously Callable @100

   

1,270

     

1,452

   

4.00%, 11/15/40, Continuously Callable @100

   

655

     

741

   

Series A, 4.00%, 1/15/38, Continuously Callable @100

   

1,000

     

1,156

   

Series A, 4.00%, 1/15/40, Continuously Callable @100

   

1,800

     

2,072

   
Village of Bluffton Revenue
5.00%, 12/1/31, Continuously Callable @100
   

1,500

     

1,843

   

4.00%, 12/1/32, Continuously Callable @100

   

1,500

     

1,729

   

4.00%, 12/1/33, Continuously Callable @100

   

1,600

     

1,838

   

4.00%, 12/1/34, Continuously Callable @100

   

1,795

     

2,053

   
     

146,463

   

Oklahoma (0.5%):

 

Comanche County Hospital Authority Revenue, Series A, 5.00%, 7/1/21

   

710

     

715

   
Muskogee Industrial Trust Revenue,
Series A, 0.22%, 6/1/27, Continuously Callable @100 (b)
   

15,000

     

15,000

   
Oklahoma Development Finance Authority Revenue,
Series B, 5.00%, 8/15/33, Continuously Callable @100
   

4,100

     

5,031

   
Tulsa County Industrial Authority Revenue
5.00%, 11/15/28, Continuously Callable @102
   

940

     

1,025

   

5.00%, 11/15/30, Continuously Callable @102

   

1,780

     

1,911

   
     

23,682

   

See notes to financial statements.


34


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Oregon (0.1%):

 
Clackamas County Hospital Facility Authority Revenue
5.00%, 11/15/32, Continuously Callable @102
 

$

500

   

$

558

   

5.00%, 11/15/37, Continuously Callable @102

   

500

     

555

   

Oregon State Facilities Authority Revenue

 

Series A, 5.00%, 10/1/35, Continuously Callable @100

   

275

     

345

   

Series A, 5.00%, 10/1/40, Continuously Callable @100

   

1,750

     

2,161

   
     

3,619

   

Pennsylvania (7.8%):

 
Allegheny County Hospital Development Authority Revenue
5.00%, 4/1/35, Continuously Callable @100
   

7,315

     

8,852

   

5.00%, 4/1/36, Continuously Callable @100

   

8,000

     

9,652

   

4.00%, 7/15/37, Continuously Callable @100

   

2,000

     

2,295

   

4.00%, 7/15/38, Continuously Callable @100

   

1,500

     

1,735

   

4.00%, 7/15/39, Continuously Callable @100

   

1,440

     

1,645

   
Allegheny County Sanitary Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
4.00%, 12/1/33, Continuously Callable @100
   

1,500

     

1,707

   

4.00%, 12/1/34, Continuously Callable @100

   

1,475

     

1,674

   
Berks County IDA Revenue
4.00%, 11/1/33, Continuously Callable @100
   

1,300

     

1,313

   

5.00%, 11/1/34, Continuously Callable @100

   

2,000

     

2,127

   

5.00%, 11/1/35, Continuously Callable @100

   

3,000

     

3,182

   

Bethlehem Authority Revenue, 5.00%, 11/15/30, Continuously Callable @100

   

3,000

     

3,219

   
Bucks County IDA Revenue
5.00%, 10/1/30, Continuously Callable @103
   

325

     

375

   

5.00%, 10/1/31, Continuously Callable @103

   

450

     

519

   

5.00%, 10/1/37, Continuously Callable @103

   

2,260

     

2,529

   
Butler County Hospital Authority Revenue,
5.00%, 7/1/35, Continuously Callable @100
   

1,885

     

2,171

   
Chester County IDA Revenue
5.00%, 10/1/34, Continuously Callable @100
   

1,000

     

1,105

   

Series A, 5.13%, 10/15/37, Continuously Callable @100

   

2,750

     

3,074

   
City of Philadelphia Airport Revenue,
Series A, 4.00%, 7/1/33, Continuously Callable @100
   

11,420

     

13,629

   
Commonwealth Financing Authority Revenue
5.00%, 6/1/33, Continuously Callable @100
   

1,250

     

1,533

   

5.00%, 6/1/34, Continuously Callable @100

   

2,000

     

2,447

   

Series A, 5.00%, 6/1/34, Continuously Callable @100

   

5,000

     

5,809

   
Commonwealth of Pennsylvania Certificate of Participation
Series A, 5.00%, 7/1/34, Continuously Callable @100
   

1,350

     

1,647

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

750

     

913

   

Series A, 5.00%, 7/1/37, Continuously Callable @100

   

800

     

969

   
County of Beaver, GO
4.00%, 4/15/28
   

2,195

     

2,562

   

4.00%, 4/15/28

   

695

     

850

   

4.00%, 4/15/29, Continuously Callable @100

   

1,900

     

2,212

   

4.00%, 4/15/29, Pre-refunded 4/15/28 @100

   

600

     

731

   

4.00%, 4/15/30, Continuously Callable @100

   

4,490

     

5,172

   

4.00%, 4/15/30, Pre-refunded 4/15/28 @100

   

510

     

621

   

See notes to financial statements.


35


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
County of Lehigh Revenue
4.00%, 7/1/37, Continuously Callable @100
 

$

2,000

   

$

2,321

   

4.00%, 7/1/38, Continuously Callable @100

   

2,000

     

2,315

   

4.00%, 7/1/39, Continuously Callable @100

   

2,000

     

2,307

   
County of Luzerne, GO (INS — Assured Guaranty Municipal Corp.),
Series A, 5.00%, 11/15/29, Continuously Callable @100
   

5,000

     

5,862

   
Cumberland County Municipal Authority Revenue
4.00%, 11/1/36, Continuously Callable @100
   

1,250

     

1,459

   

4.00%, 11/1/37, Continuously Callable @100

   

2,130

     

2,479

   

Series C-6, 4.00%, 12/1/26, Continuously Callable @102

   

6,500

     

6,756

   
Dauphin County General Authority Revenue
4.00%, 6/1/30, Continuously Callable @100
   

2,000

     

2,308

   

4.00%, 6/1/31, Continuously Callable @100

   

1,000

     

1,113

   
Delaware County Authority Revenue
5.00%, 10/1/30
   

1,200

     

1,424

   

5.00%, 10/1/35, Continuously Callable @100

   

2,220

     

2,610

   

5.00%, 10/1/39, Continuously Callable @100

   

2,250

     

2,591

   
Delaware River Joint Toll Bridge Commission Revenue,
5.00%, 7/1/34, Continuously Callable @100
   

3,000

     

3,663

   
Delaware River Port Authority Revenue,
5.00%, 1/1/25, Continuously Callable @100
   

2,720

     

2,899

   
Montgomery County Higher Education & Health Authority Revenue
5.00%, 9/1/34, Continuously Callable @100
   

1,750

     

2,131

   

5.00%, 9/1/35, Continuously Callable @100

   

1,850

     

2,244

   

4.00%, 9/1/36, Continuously Callable @100

   

1,100

     

1,256

   

5.00%, 9/1/37, Continuously Callable @100

   

1,750

     

2,114

   

4.00%, 9/1/37, Continuously Callable @100

   

1,000

     

1,139

   

4.00%, 9/1/38, Continuously Callable @100

   

900

     

1,024

   

4.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,136

   
Montgomery County IDA Revenue
5.00%, 11/15/23, Pre-refunded 5/15/22 @100
   

1,200

     

1,265

   

5.00%, 11/15/24, Pre-refunded 5/15/22 @100

   

2,750

     

2,898

   
Montour School District, GO (INS — Assured Guaranty Municipal Corp.)
Series B, 5.00%, 4/1/33, Continuously Callable @100
   

1,000

     

1,187

   

Series B, 5.00%, 4/1/34, Continuously Callable @100

   

1,500

     

1,778

   

Series B, 5.00%, 4/1/35, Continuously Callable @100

   

1,500

     

1,776

   
Northampton County General Purpose Authority Revenue,
1.12% (LIBOR01M+104bps), 8/15/48, (Put Date 8/15/24) (d) (k)
   

4,645

     

4,568

   
Northeastern Pennsylvania Hospital & Education Authority Revenue,
Series A, 5.00%, 3/1/37, Continuously Callable @100
   

1,525

     

1,629

   
Pennsylvania Economic Development Financing Authority Revenue,
3.00%, 4/1/39, Continuously Callable @100
   

30,000

     

32,300

   
Pennsylvania Higher Educational Facilities Authority Revenue
5.00%, 7/1/32, Pre-refunded 7/1/22 @100
   

1,625

     

1,722

   

Series A, 5.25%, 7/15/25, Continuously Callable @100

   

1,730

     

1,878

   

Series A, 5.25%, 7/15/26, Continuously Callable @100

   

2,020

     

2,192

   

Series A, 5.25%, 7/15/27, Continuously Callable @100

   

2,125

     

2,304

   

Series A, 5.25%, 7/15/28, Continuously Callable @100

   

2,245

     

2,432

   

Series A, 5.00%, 7/15/30, Continuously Callable @100

   

2,415

     

2,599

   

Series A, 5.25%, 7/15/33, Continuously Callable @100

   

1,965

     

2,121

   

See notes to financial statements.


36


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
Pennsylvania Turnpike Commission Revenue
5.00%, 6/1/35, Continuously Callable @100
 

$

10,655

   

$

12,683

   

5.00%, 6/1/36, Continuously Callable @100

   

8,255

     

9,806

   

Series A-1, 5.00%, 12/1/32, Continuously Callable @100

   

1,500

     

1,734

   

Series A-1, 5.00%, 12/1/33, Continuously Callable @100

   

4,345

     

5,021

   

Series A-1, 5.00%, 12/1/34, Continuously Callable @100

   

3,000

     

3,574

   

Series A-1, 5.00%, 12/1/35, Continuously Callable @100

   

3,320

     

3,952

   

Series A-1, 5.00%, 12/1/36, Continuously Callable @100

   

3,690

     

4,379

   

Series B, 5.00%, 12/1/32, Continuously Callable @100

   

3,500

     

4,177

   

Series B, 5.00%, 12/1/33, Continuously Callable @100

   

7,145

     

8,520

   

Series B, 4.00%, 6/1/34, Continuously Callable @100

   

20,000

     

22,682

   

Series B, 5.00%, 12/1/34, Continuously Callable @100

   

6,250

     

7,446

   

Series B, 5.00%, 12/1/34, Continuously Callable @100

   

2,000

     

2,388

   

Series B, 5.00%, 12/1/35, Continuously Callable @100

   

5,700

     

6,785

   

Series B, 5.00%, 12/1/35, Continuously Callable @100

   

2,000

     

2,385

   

Philadelphia IDA Revenue

 

5.00%, 5/1/35, Continuously Callable @100

   

750

     

925

   

5.00%, 5/1/36, Continuously Callable @100

   

1,500

     

1,847

   

5.00%, 5/1/38, Continuously Callable @100

   

1,000

     

1,226

   

5.00%, 6/15/40, Continuously Callable @100 (e)

   

900

     

1,011

   
Pittsburgh Water & Sewer Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series B, 4.00%, 9/1/34, Continuously Callable @100
   

1,750

     

2,066

   

Series B, 4.00%, 9/1/35, Continuously Callable @100

   

300

     

352

   
Reading School District, GO (INS — Assured Guaranty Municipal Corp.)
5.00%, 3/1/36, Continuously Callable @100
   

2,000

     

2,391

   

5.00%, 3/1/37, Continuously Callable @100

   

1,500

     

1,792

   
School District of Philadelphia, GO
Series A, 5.00%, 9/1/34, Continuously Callable @100
   

1,000

     

1,243

   

Series A, 5.00%, 9/1/35, Continuously Callable @100

   

1,000

     

1,238

   

Series A, 5.00%, 9/1/36, Continuously Callable @100

   

1,000

     

1,234

   

Series A, 5.00%, 9/1/37, Continuously Callable @100

   

1,000

     

1,232

   

Series A, 4.00%, 9/1/38, Continuously Callable @100

   

1,700

     

1,965

   

Series A, 4.00%, 9/1/39, Continuously Callable @100

   

1,600

     

1,844

   

Series F, 5.00%, 9/1/31, Continuously Callable @100

   

9,895

     

11,985

   

Series F, 5.00%, 9/1/32, Continuously Callable @100

   

5,000

     

6,036

   

Series F, 5.00%, 9/1/33, Continuously Callable @100

   

4,000

     

4,811

   

Series F, 5.00%, 9/1/34, Continuously Callable @100

   

5,100

     

6,113

   
School District of the City of Erie, GO (INS — Assured Guaranty Municipal
Corp.), Series A, 4.00%, 4/1/33, Continuously Callable @100
   

1,150

     

1,317

   
Scranton School District, GO (INS — Build America Mutual Assurance Co.)
Series E, 5.00%, 12/1/32, Continuously Callable @100
   

1,000

     

1,228

   

Series E, 5.00%, 12/1/33, Continuously Callable @100

   

1,600

     

1,961

   

Series E, 5.00%, 12/1/35, Continuously Callable @100

   

750

     

915

   
State Public School Building Authority Revenue
5.00%, 4/1/23, Pre-refunded 4/1/22 @100
   

1,250

     

1,310

   

5.00%, 6/1/29, Continuously Callable @100

   

10,000

     

12,118

   

See notes to financial statements.


37


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
State Public School Building Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
5.00%, 6/1/31, Continuously Callable @100
 

$

6,100

   

$

7,345

   

4.00%, 12/1/31, Continuously Callable @100

   

13,085

     

14,852

   

4.00%, 12/1/31, Pre-refunded 12/1/26 @100

   

2,295

     

2,724

   
The Berks County Municipal Authority Revenue,
Series B, 5.00%, 2/1/40, (Put Date 2/1/30) (d)
   

3,300

     

3,632

   
Westmoreland County IDA Revenue, Series A, 4.00%, 7/1/37,
Continuously Callable @100
   

1,400

     

1,610

   
     

393,924

   

Puerto Rico (0.1%):

 
Puerto Rico Industrial Tourist Educational Medical & Environmental
Control Facilities Authority Revenue,
5.00%, 4/1/27, Continuously Callable @100
   

2,600

     

2,642

   

Rhode Island (0.3%):

 
Rhode Island Health & Educational Building Corp. Revenue,
6.00%, 9/1/33, Pre-refunded 9/1/23 @100
   

2,000

     

2,275

   
Rhode Island Turnpike & Bridge Authority Revenue
Series A, 5.00%, 10/1/33, Continuously Callable @100
   

1,350

     

1,625

   

Series A, 5.00%, 10/1/35, Continuously Callable @100

   

4,345

     

5,189

   
Tobacco Settlement Financing Corp. Revenue
Series A, 5.00%, 6/1/28, Continuously Callable @100
   

2,000

     

2,304

   

Series A, 5.00%, 6/1/29, Continuously Callable @100

   

2,000

     

2,302

   

Series A, 5.00%, 6/1/30, Continuously Callable @100

   

2,500

     

2,875

   
     

16,570

   

South Carolina (1.0%):

 
Lexington County Health Services District, Inc. Revenue
4.00%, 11/1/31, Continuously Callable @100
   

1,000

     

1,167

   

4.00%, 11/1/32, Continuously Callable @100

   

1,000

     

1,162

   
Patriots Energy Group Financing Agency Revenue,
Series B, 0.94% (LIBOR01M+86bps), 10/1/48, (Put Date 2/1/24) (d) (k)
   

20,000

     

20,339

   
Piedmont Municipal Power Agency Revenue (INS — Assured Guaranty Corp.)
Series C, 5.00%, 1/1/28, Continuously Callable @100
   

7,200

     

7,281

   

Series D, 5.00%, 1/1/28, Continuously Callable @100

   

2,700

     

2,730

   
South Carolina Public Service Authority Revenue
Series A, 5.00%, 12/1/34, Continuously Callable @100
   

9,835

     

11,681

   

Series A, 5.00%, 12/1/35, Continuously Callable @100

   

7,000

     

8,276

   
     

52,636

   

Tennessee (0.5%):

 
Chattanooga Health Educational & Housing Facility Board Revenue,
Series C, 0.12%, 5/1/39, Continuously Callable @100 (b) (c)
   

6,200

     

6,200

   
Greeneville Health & Educational Facilities Board Revenue
5.00%, 7/1/35, Continuously Callable @100
   

2,710

     

3,271

   

5.00%, 7/1/36, Continuously Callable @100

   

3,000

     

3,608

   

5.00%, 7/1/37, Continuously Callable @100

   

3,500

     

4,203

   
Metropolitan Government Nashville & Davidson County Health & Educational
Facilities Board Revenue, 5.00%, 7/1/35, Continuously Callable @100
   

5,000

     

6,004

   
     

23,286

   

See notes to financial statements.


38


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Texas (11.3%):

 
Austin Convention Enterprises, Inc. Revenue
5.00%, 1/1/34, Continuously Callable @100
 

$

1,105

   

$

1,229

   

5.00%, 1/1/34, Continuously Callable @100

   

550

     

544

   
Board of Managers Joint Guadalupe County-City of Seguin Hospital Revenue
5.00%, 12/1/25
   

2,740

     

3,076

   

5.00%, 12/1/27, Continuously Callable @100

   

2,990

     

3,331

   

5.00%, 12/1/28, Continuously Callable @100

   

1,640

     

1,821

   

5.00%, 12/1/29, Continuously Callable @100

   

1,600

     

1,771

   

5.00%, 12/1/30, Continuously Callable @100

   

1,700

     

1,876

   

5.25%, 12/1/35, Continuously Callable @100

   

5,150

     

5,656

   
Central Texas Regional Mobility Authority Revenue
1/1/22 (f)
   

885

     

882

   

5.00%, 1/1/22

   

500

     

517

   

5.00%, 1/1/23

   

500

     

539

   

1/1/24 (f)

   

7,000

     

6,869

   

1/1/26 (f)

   

2,535

     

2,393

   

5.00%, 1/1/33, Pre-refunded 1/1/23 @100

   

3,500

     

3,790

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

1,250

     

1,454

   

Series A, 5.00%, 1/1/35, Continuously Callable @100

   

1,100

     

1,278

   
Central Texas Turnpike System Revenue
Series C, 5.00%, 8/15/33, Continuously Callable @100
   

10,000

     

11,342

   

Series C, 5.00%, 8/15/34, Continuously Callable @100

   

8,500

     

9,633

   
City of Arlington Special Tax (INS — Build America Mutual Assurance Co.)
Series C, 5.00%, 2/15/34, Continuously Callable @100
   

1,500

     

1,805

   

Series C, 5.00%, 2/15/35, Continuously Callable @100

   

1,500

     

1,801

   

Series C, 5.00%, 2/15/36, Continuously Callable @100

   

3,100

     

3,711

   

Series C, 5.00%, 2/15/37, Continuously Callable @100

   

3,305

     

3,946

   

Series C, 5.00%, 2/15/38, Continuously Callable @100

   

4,380

     

5,220

   
City of Corpus Christi Utility System Revenue
4.00%, 7/15/32, Continuously Callable @100
   

1,800

     

2,062

   

4.00%, 7/15/33, Continuously Callable @100

   

1,100

     

1,253

   

4.00%, 7/15/34, Continuously Callable @100

   

1,050

     

1,191

   

4.00%, 7/15/35, Continuously Callable @100

   

1,000

     

1,131

   
City of Houston Hotel Occupancy Tax & Special Revenue
5.00%, 9/1/29, Continuously Callable @100
   

2,300

     

2,558

   

5.00%, 9/1/30, Continuously Callable @100

   

1,000

     

1,112

   

5.00%, 9/1/32, Continuously Callable @100

   

5,615

     

6,232

   

5.00%, 9/1/33, Continuously Callable @100

   

5,345

     

5,928

   

5.00%, 9/1/34, Continuously Callable @100

   

2,150

     

2,378

   

5.00%, 9/1/35, Continuously Callable @100

   

1,575

     

1,732

   
City of Laredo Waterworks & Sewer System Revenue
4.00%, 3/1/32, Continuously Callable @100
   

740

     

845

   

4.00%, 3/1/33, Continuously Callable @100

   

1,000

     

1,134

   

4.00%, 3/1/34, Continuously Callable @100

   

1,000

     

1,129

   

4.00%, 3/1/36, Continuously Callable @100

   

1,500

     

1,682

   
Clifton Higher Education Finance Corp. Revenue
(NBGA — Texas Permanent School Fund)
4.00%, 8/15/33, Continuously Callable @100
   

2,130

     

2,562

   

4.00%, 8/15/34, Continuously Callable @100

   

2,275

     

2,724

   

See notes to financial statements.


39


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

4.00%, 8/15/35, Continuously Callable @100

 

$

2,375

   

$

2,829

   

4.00%, 8/15/36, Continuously Callable @100

   

3,710

     

4,409

   

4.00%, 8/15/37, Continuously Callable @100

   

3,860

     

4,576

   

4.00%, 8/15/38, Continuously Callable @100

   

4,015

     

4,750

   

4.00%, 8/15/39, Continuously Callable @100

   

4,305

     

5,083

   

Series A, 4.00%, 8/15/32, Continuously Callable @100

   

1,300

     

1,496

   
Dallas/Fort Worth International Airport Revenue
Series D, 5.25%, 11/1/28, Continuously Callable @100
   

2,000

     

2,245

   

Series D, 5.25%, 11/1/29, Continuously Callable @100

   

7,500

     

8,413

   
Decatur Hospital Authority Revenue
Series A, 5.25%, 9/1/29, Continuously Callable @100
   

1,000

     

1,133

   

Series A, 5.00%, 9/1/34, Continuously Callable @100

   

1,000

     

1,121

   
Harris County Cultural Education Facilities Finance Corp. Revenue
5.00%, 12/1/27, Pre-refunded 12/1/22 @100
   

4,710

     

5,083

   

5.00%, 6/1/28, Continuously Callable @100

   

1,400

     

1,491

   

0.62% (MUNIPSA+57bps), 12/1/49, (Put Date 12/4/24) (d) (k)

   

3,330

     

3,274

   
Harris County Municipal Utility District No. 165, GO
(INS — Build America Mutual Assurance Co.)
5.00%, 3/1/30, Continuously Callable @100
   

750

     

860

   

5.00%, 3/1/31, Continuously Callable @100

   

2,030

     

2,325

   

5.00%, 3/1/32, Continuously Callable @100

   

2,500

     

2,861

   
Houston Higher Education Finance Corp. Revenue
Series A, 5.25%, 9/1/31, Pre-refunded 9/1/22 @100
   

3,850

     

4,125

   

Series A, 5.25%, 9/1/32, Pre-refunded 9/1/22 @100

   

4,075

     

4,367

   
Karnes County Hospital District Revenue
5.00%, 2/1/29, Continuously Callable @100
   

4,000

     

4,508

   

5.00%, 2/1/34, Continuously Callable @100

   

4,000

     

4,493

   
Main Street Market Square Redevelopment Authority Tax Allocation
(INS — Build America Mutual Assurance Co.)
5.00%, 9/1/29, Continuously Callable @100
   

1,215

     

1,422

   

5.00%, 9/1/30, Continuously Callable @100

   

1,380

     

1,614

   

5.00%, 9/1/31, Continuously Callable @100

   

2,000

     

2,337

   

5.00%, 9/1/32, Continuously Callable @100

   

1,500

     

1,752

   

5.00%, 9/1/33, Continuously Callable @100

   

2,680

     

3,128

   
Matagorda County Navigation District No. 1 Revenue
2.60%, 11/1/29
   

14,010

     

14,913

   

4.00%, 6/1/30, Continuously Callable @100

   

5,405

     

5,780

   
Mesquite Health Facilities Development Corp. Revenue
5.00%, 2/15/26
   

3,100

     

2,458

   

5.00%, 2/15/35, Continuously Callable @100

   

1,075

     

852

   
New Hope Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/1/31, Continuously Callable @102
   

1,000

     

1,138

   

4.00%, 11/1/36, Continuously Callable @102

   

1,475

     

1,567

   

Series A, 5.00%, 7/1/30, Continuously Callable @100

   

7,500

     

6,375

   

Series A, 5.00%, 7/1/35, Continuously Callable @100

   

9,000

     

7,650

   
Newark Higher Education Finance Corp. Revenue
4.00%, 4/1/32, Continuously Callable @100
   

1,635

     

1,821

   

4.00%, 4/1/33, Continuously Callable @100

   

2,000

     

2,212

   

4.00%, 4/1/34, Continuously Callable @100

   

4,470

     

4,921

   

4.00%, 4/1/35, Continuously Callable @100

   

1,650

     

1,809

   

4.00%, 4/1/36, Continuously Callable @100

   

2,150

     

2,346

   

See notes to financial statements.


40


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 
North East Texas Regional Mobility Authority Revenue
5.00%, 1/1/36, Continuously Callable @100
 

$

7,000

   

$

8,104

   

Series B, 5.00%, 1/1/36, Continuously Callable @100

   

5,485

     

6,416

   
North Texas Tollway Authority Revenue
Series A, 5.00%, 1/1/32, Continuously Callable @100
   

8,000

     

9,230

   

Series A, 5.00%, 1/1/34, Continuously Callable @100

   

1,515

     

1,793

   

Series A, 4.00%, 1/1/39, Continuously Callable @100

   

14,620

     

16,826

   

Series B, 5.00%, 1/1/31, Continuously Callable @100

   

1,500

     

1,676

   

Series B, 5.00%, 1/1/34, Continuously Callable @100

   

7,500

     

8,629

   
North Texas Tollway Authority Revenue
(INS — Assured Guaranty Corp.), 1/1/29 (f)
   

20,000

     

17,904

   
North Texas Tollway Authority Revenue
(INS — Assured Guaranty Municipal Corp.)
Series B, 4.00%, 1/1/35, Continuously Callable @100
   

2,000

     

2,277

   

Series B, 4.00%, 1/1/36, Continuously Callable @100

   

1,695

     

1,922

   
Permanent University Fund — University of Texas System Revenue
5.00%, 7/1/32, Continuously Callable @100
   

2,230

     

2,636

   

5.00%, 7/1/33, Continuously Callable @100

   

3,250

     

3,838

   

5.00%, 7/1/34, Continuously Callable @100

   

2,500

     

2,950

   
Port of Port Arthur Navigation District Revenue
0.16%, 11/1/40, Continuously Callable @100 (b) (c)
   

55,000

     

55,000

   

0.14%, 11/1/40, Continuously Callable @100 (b)

   

9,800

     

9,800

   

Series A, 0.08%, 4/1/40, Continuously Callable @100 (b)

   

19,790

     

19,790

   

Series B, 0.08%, 4/1/40, Continuously Callable @100 (b)

   

16,150

     

16,150

   

Series C, 0.10%, 4/1/40, Continuously Callable @100 (b)

   

21,710

     

21,710

   
San Antonio Housing Trust Finance Corp. Revenue
(NBGA — Federal Home Loan Mortgage Corp.),
3.50%, 4/1/43, (Put Date 10/1/28) (d)
   

14,935

     

15,984

   
Tarrant County Cultural Education Facilities Finance Corp. Revenue
5.00%, 11/15/30, Continuously Callable @100
   

2,145

     

2,596

   

5.00%, 11/15/31, Continuously Callable @100

   

2,250

     

2,707

   

5.00%, 11/15/32, Continuously Callable @100

   

2,365

     

2,833

   

5.00%, 11/15/37, Continuously Callable @100

   

2,175

     

2,565

   

Series B, 5.00%, 7/1/37, Continuously Callable @100

   

18,225

     

22,511

   

Series B, 5.00%, 7/1/38, Continuously Callable @100

   

19,115

     

23,559

   
Texas Municipal Gas Acquisition & Supply Corp. III Revenue,
5.00%, 12/15/32
   

9,835

     

13,021

   
Texas Private Activity Bond Surface Transportation Corp. Revenue
4.00%, 6/30/38, Continuously Callable @100
   

3,300

     

3,786

   

4.00%, 12/31/38, Continuously Callable @100

   

3,850

     

4,417

   

4.00%, 6/30/39, Continuously Callable @100

   

2,150

     

2,461

   
Texas Transportation Commission State Highway Fund Revenue,
5.00%, 10/1/26
   

7,235

     

8,962

   
Trophy Club Public Improvement District No. 1 Special Assessment
(INS — Assured Guaranty Municipal Corp.),
5.00%, 6/1/33, Continuously Callable @100
   

6,960

     

8,013

   
Tyler Health Facilities Development Corp. Revenue,
5.50%, 7/1/27, Pre-refunded 7/1/21 @100
   

10,000

     

10,128

   
     

573,868

   

See notes to financial statements.


41


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

Utah (0.1%):

 
Jordanelle Special Service District Special Assessment
Series A, 12.00%, 8/1/30, Continuously Callable @100 (e)
 

$

3,540

   

$

3,551

   

Series B, 12.00%, 8/1/30, Continuously Callable @100 (e)

   

1,938

     

1,944

   
     

5,495

   

Vermont (0.3%):

 
Vermont Educational & Health Buildings Financing Agency Revenue,
Series A, 5.00%, 12/1/36, Continuously Callable @100
   

2,500

     

2,944

   

Winooski School District, GO, 1.25%, 10/15/21

   

12,500

     

12,535

   
     

15,479

   

Virgin Islands (0.1%):

 
Virgin Islands Public Finance Authority Revenue,
5.00%, 9/1/30, Continuously Callable @100 (e)
   

6,500

     

7,353

   

Virginia (0.8%):

 
Chesapeake Hospital Authority Revenue
4.00%, 7/1/36, Continuously Callable @100
   

1,175

     

1,354

   

4.00%, 7/1/37, Continuously Callable @100

   

1,205

     

1,384

   
Fairfax County Economic Development Authority Revenue,  
Series A, 5.00%, 10/1/36, Continuously Callable @102
   

2,150

     

2,405

   
Stafford County Economic Development Authority Revenue
5.00%, 6/15/33, Continuously Callable @100
   

750

     

888

   

5.00%, 6/15/34, Continuously Callable @100

   

2,620

     

3,091

   

5.00%, 6/15/35, Continuously Callable @100

   

1,930

     

2,267

   
Virginia College Building Authority Revenue
5.00%, 6/1/21, Continuously Callable @100
   

500

     

500

   

4.00%, 2/1/34, Continuously Callable @100

   

10,000

     

11,561

   

4.00%, 2/1/36, Continuously Callable @100

   

3,000

     

3,453

   
Virginia Small Business Financing Authority Revenue
Series A, 4.00%, 1/1/37, Continuously Callable @103
   

2,750

     

3,071

   

Series A, 4.00%, 1/1/38, Continuously Callable @103

   

3,000

     

3,343

   

Series A, 4.00%, 1/1/39, Continuously Callable @103

   

3,500

     

3,889

   

Series A, 4.00%, 1/1/40, Continuously Callable @103

   

4,000

     

4,434

   
     

41,640

   

Washington (0.4%):

 
Tobacco Settlement Authority Revenue,
5.25%, 6/1/31, Continuously Callable @100
   

2,710

     

2,716

   

Washington Health Care Facilities Authority Revenue

 

5.00%, 8/15/33, Continuously Callable @100

   

3,090

     

3,658

   

5.00%, 8/15/34, Continuously Callable @100

   

3,470

     

4,095

   

5.00%, 7/1/35, Continuously Callable @100

   

2,355

     

2,877

   

5.00%, 7/1/36, Continuously Callable @100

   

2,250

     

2,742

   

4.00%, 7/1/37, Continuously Callable @100

   

3,125

     

3,567

   
     

19,655

   

West Virginia (0.3%):

 
West Virginia Hospital Finance Authority Revenue
5.00%, 6/1/33, Continuously Callable @100
   

1,850

     

2,234

   

5.00%, 1/1/34, Continuously Callable @100

   

2,360

     

2,888

   

See notes to financial statements.


42


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)

Security Description

  Principal
Amount
 

Value

 

5.00%, 6/1/34, Continuously Callable @100

 

$

2,970

   

$

3,576

   

5.00%, 1/1/35, Continuously Callable @100

   

2,920

     

3,559

   

5.00%, 6/1/35, Continuously Callable @100

   

2,405

     

2,888

   

5.00%, 9/1/38, Continuously Callable @100

   

1,000

     

1,217

   

5.00%, 9/1/39, Continuously Callable @100

   

1,000

     

1,213

   
     

17,575

   

Wisconsin (1.2%):

 
Public Finance Authority Revenue
3.00%, 4/1/25 (e)
   

425

     

438

   

4.00%, 6/15/29, Continuously Callable @100 (e)

   

325

     

349

   

4.00%, 9/1/29, Continuously Callable @103 (e)

   

1,250

     

1,380

   

5.25%, 5/15/37, Continuously Callable @102 (e)

   

1,000

     

1,066

   

5.00%, 6/15/39, Continuously Callable @100 (e)

   

410

     

446

   

5.00%, 9/1/39, Continuously Callable @103 (e)

   

2,230

     

2,504

   

5.00%, 1/1/40, Continuously Callable @100

   

3,500

     

4,112

   

5.00%, 4/1/40, Continuously Callable @100 (e)

   

1,175

     

1,361

   

5.00%, 1/1/45, Continuously Callable @100

   

3,275

     

3,790

   

Series A, 5.25%, 10/1/38, Continuously Callable @100

   

3,250

     

3,831

   

Series A, 5.00%, 11/15/41, Continuously Callable @103

   

4,480

     

5,191

   

Series A, 4.00%, 7/1/46, Continuously Callable @100

   

1,100

     

1,214

   

Series D, 4.05%, 11/1/30, Continuously Callable @100

   

1,500

     

1,606

   
Wisconsin Health & Educational Facilities Authority Revenue
5.00%, 8/15/34, Continuously Callable @100
   

1,000

     

1,123

   

4.00%, 2/15/35, Continuously Callable @100

   

500

     

593

   

4.00%, 11/15/36, Continuously Callable @100

   

9,830

     

11,075

   

4.00%, 2/15/37, Continuously Callable @100

   

1,000

     

1,173

   

4.00%, 3/15/40, Continuously Callable @100

   

750

     

821

   

0.18%, 2/15/53, Callable 5/3/21 @100 (b)

   

6,500

     

6,500

   

Series A, 5.00%, 7/15/28, Pre-refunded 7/15/21 @100

   

2,000

     

2,027

   

Series A, 5.13%, 4/15/31, Pre-refunded 4/15/23 @100

   

5,000

     

5,490

   

Series C, 5.00%, 8/15/26, Pre-refunded 8/15/22 @100

   

1,500

     

1,599

   

Series C, 5.00%, 8/15/29, Pre-refunded 8/15/22 @100

   

1,935

     

2,062

   
     

59,751

   

Total Municipal Bonds (Cost $4,689,565)

   

5,035,071

   

Total Investments (Cost $4,696,479) — 99.3%

   

5,042,535

   

Other assets in excess of liabilities — 0.7%

   

37,799

   

NET ASSETS — 100.00%

 

$

5,080,334

   

(a)  Non-income producing security.

(b)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(c)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

(d)  Put Bond.

See notes to financial statements.


43


USAA Mutual Funds Trust
USAA Tax Exempt Intermediate-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $128,143 (thousands) and amounted to 2.5% of net assets.

(f)  Zero-coupon bond.

(g)  Stepped-coupon security converts to coupon form on 11/1/25 with a rate of 4.00%.

(h)  Stepped-coupon security converts to coupon form on 11/1/25 with a rate of 4.35%.

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

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, illiquid securities were 0.2% of the Fund's net assets.

(k)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2021.

(l)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.0% of the Fund's net assets as of March 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

AMBAC — American Municipal Bond Assurance Corporation

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M  — 1 Month US Dollar LIBOR, rate disclosed as of March 31, 2021, based on the last reset date of the security

MUNIPSA — Municipal Swap Index

SOFR — Secured Overnight Financing Rate

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


44


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Intermediate-Term Fund
 

Assets:

 

Investments, at value (Cost $4,696,479)

 

$

5,042,535

   

Cash

   

340

   

Receivables:

 

Interest and dividends

   

49,503

   

Capital shares issued

   

1,538

   

From Adviser

   

109

   

Prepaid expenses and other assets

   

376

   

Total assets

   

5,094,401

   

Liabilities:

 

Payables:

 

Distributions

   

1,126

   

Investments purchased

   

5,598

   

Capital shares redeemed

   

4,732

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,410

   

Administration fees

   

602

   

Custodian fees

   

34

   

Transfer agent fees

   

349

   

Compliance fees

   

3

   

Trustees' fees

   

(a)

 
12b-1 fees    

3

   

Other accrued expenses

   

210

   

Total liabilities

   

14,067

   

Net Assets:

 

Capital

   

4,828,238

   

Total accumulated earnings/(loss)

   

252,096

   

Net assets

 

$

5,080,334

   

Net Assets

 

Fund Shares

 

$

4,059,780

   

Institutional Shares

   

996,601

   

Class A

   

23,934

   

Class Z

   

19

   

Total

 

$

5,080,334

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

293,114

   

Institutional Shares

   

71,973

   

Class A

   

1,728

   

Class Z

   

1

   

Total

   

366,816

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

13.85

   

Institutional Shares

 

$

13.85

   

Class A

 

$

13.85

   

Class Z

 

$

13.85

   

Maximum Sales Charge — Class A

   

2.25

%

 

Maximum offering price

 
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

14.17

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


45


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)  

    USAA Tax Exempt
Intermediate-Term Fund
 

Investment Income:

 

Interest

 

$

156,647

   

Total income

   

156,647

   

Expenses (a):

 

Investment advisory fees

   

14,810

   

Administration fees — Fund Shares

   

7,011

   

Administration fees — Institutional Shares

   

217

   

Administration fees — Class A

   

35

   

Sub-Administration fees

   

24

   
12b-1 fees — Class A    

58

   

Custodian fees

   

187

   

Transfer agent fees — Fund Shares

   

1,355

   

Transfer agent fees — Institutional Shares

   

217

   

Transfer agent fees — Class A

   

22

   

Trustees' fees

   

50

   

Compliance fees

   

32

   

Legal and audit fees

   

90

   

State registration and filing fees

   

206

   

Interfund lending fees

   

(b)

 

Other expenses

   

390

   

Total expenses

   

24,704

   

Expenses waived/reimbursed by Adviser

   

(172

)

 

Net expenses

   

24,532

   

Net Investment Income (Loss)

   

132,115

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(6,469

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

191,773

   

Net realized/unrealized gains (losses) on investments

   

185,304

   

Change in net assets resulting from operations

 

$

317,419

   

(a)  Institutional Shares and Class Z commenced operations on June 29, 2020, and March 4, 2021, respectively.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.


46


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Tax Exempt
Intermediate-Term Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

132,115

   

$

140,749

   

Net realized gains (losses) from investments

   

(6,469

)

   

(11,622

)

 
Net change in unrealized appreciation/depreciation on
investments
   

191,773

     

(9,397

)

 

Change in net assets resulting from operations

   

317,419

     

119,730

   

Distributions to Shareholders:

 

Fund Shares

   

(125,814

)

   

(140,378

)

 

Institutional Shares (a)

   

(5,737

)

   

   

Class A

   

(567

)

   

(613

)

 

Class Z (b)

   

(c)

   

   

Change in net assets resulting from distributions to shareholders

   

(132,118

)

   

(140,991

)

 

Change in net assets resulting from capital transactions

   

81,708

     

57,378

   

Change in net assets

   

267,009

     

36,117

   

Net Assets:

 

Beginning of period

   

4,813,325

     

4,777,208

   

End of period

 

$

5,080,334

   

$

4,813,325

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(b)  Class Z commenced operations on March 4, 2021.

(c)  Rounds to less than $1 thousand.

(continues on next page)

See notes to financial statements.


47


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Tax Exempt
Intermediate-Term Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

696,196

   

$

821,794

   

Distributions reinvested

   

111,273

     

120,977

   

Cost of shares redeemed

   

(1,722,488

)

   

(887,865

)

 

Total Fund Shares

 

$

(915,019

)

 

$

54,906

   

Institutional Shares (a)

 

Proceeds from shares issued

 

$

1,027,555

   

$

   

Distributions reinvested

   

5,305

     

   

Cost of shares redeemed

   

(33,953

)

   

   

Total Institutional Shares

 

$

998,907

   

$

   

Class A

 

Proceeds from shares issued

 

$

26,772

   

$

6,875

   

Distributions reinvested

   

498

     

512

   

Cost of shares redeemed

   

(29,469

)

   

(4,915

)

 

Total Class A

 

$

(2,199

)

 

$

2,472

   

Class Z (b)

 

Proceeds from shares issued

 

$

19

   

$

   

Distributions reinvested

   

(c)

   

   

Total Class Z

 

$

19

   

$

   

Change in net assets resulting from capital transactions

 

$

81,708

   

$

57,378

   

Share Transactions:

 

Fund Shares

 

Issued

   

50,950

     

60,384

   

Reinvested

   

8,143

     

8,878

   

Redeemed

   

(125,198

)

   

(65,764

)

 

Total Fund Shares

   

(66,105

)

   

3,498

   

Institutional Shares (a)

 

Issued

   

74,035

     

   

Reinvested

   

383

     

   

Redeemed

   

(2,445

)

   

   

Total Institutional Shares

   

71,973

     

   

Class A

 

Issued

   

1,969

     

510

   

Reinvested

   

36

     

38

   

Redeemed

   

(2,173

)

   

(365

)

 

Total Class A

   

(168

)

   

183

   

Class Z (b)

 

Issued

   

1

     

   

Reinvested

   

(d)

   

   

Total Class Z

   

1

     

   

Change in Shares

   

5,701

     

3,681

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(b)  Class Z commenced operations on March 4, 2021.

(c)  Rounds to less than $1 thousand.

(d)  Rounds to less than 1 thousand shares.

See notes to financial statements.


48


This page is intentionally left blank.


49


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Intermediate-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

13.33

     

0.37

(e)

   

0.52

     

0.89

     

(0.37

)

   

(0.37

)

 
Year Ended
March 31, 2020
 

$

13.37

     

0.38

(e)

   

(0.03

)

   

0.35

     

(0.39

)

   

(0.39

)

 
Year Ended
March 31, 2019
 

$

13.12

     

0.41

     

0.24

     

0.65

     

(0.40

)

   

(0.40

)

 
Year Ended
March 31, 2018
 

$

13.08

     

0.41

     

0.04

     

0.45

     

(0.41

)

   

(0.41

)

 
Year Ended
March 31, 2017
 

$

13.61

     

0.42

     

(0.53

)

   

(0.11

)

   

(0.42

)

   

(0.42

)

 

Institutional Shares

 
June 29, 2020 (g)
through
March 31, 2021
 

$

13.57

     

0.27

(e)

   

0.29

     

0.56

     

(0.28

)

   

(0.28

)

 

Class A

 
Year Ended
March 31, 2021
 

$

13.33

     

0.33

(e)

   

0.52

     

0.85

     

(0.33

)

   

(0.33

)

 
Year Ended
March 31, 2020
 

$

13.36

     

0.35

(e)

   

(0.03

)

   

0.32

     

(0.35

)

   

(0.35

)

 
Year Ended
March 31, 2019
 

$

13.12

     

0.38

     

0.23

     

0.61

     

(0.37

)

   

(0.37

)

 
Year Ended
March 31, 2018
 

$

13.07

     

0.38

     

0.05

     

0.43

     

(0.38

)

   

(0.38

)

 
Year Ended
March 31, 2017
 

$

13.61

     

0.38

     

(0.54

)

   

(0.16

)

   

(0.38

)

   

(0.38

)

 

Class Z

 
March 4, 2021 (g)
through
March 31, 2021
 

$

13.81

     

0.03

(e)

   

0.04

     

0.07

     

(0.03

)

   

(0.03

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment for all classes, except for Class Z, is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio for all classes, except for Class Z, may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

See notes to financial statements.


50


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

     

Ratios to Average Net Assets

 

Supplemental Data

 
    Redemption
Fees added to
Beneficial
Interests
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA Tax Exempt Intermediate-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
   

   

$

13.85

     

6.72

%

   

0.50

%

   

2.69

%

   

0.50

%

 

$

4,059,780

     

23

%

 
Year Ended
March 31, 2020
   

   

$

13.33

     

2.56

%

   

0.49

%

   

2.82

%

   

0.49

%

 

$

4,788,060

     

26

%

 
Year Ended
March 31, 2019
   

   

$

13.37

     

5.06

%

   

0.52

%

   

3.07

%

   

0.52

%

 

$

4,754,320

     

8

%

 
Year Ended
March 31, 2018
   

   

$

13.12

     

3.47

%

   

0.51

%

   

3.09

%

   

0.51

%

 

$

4,605,543

     

11

%

 
Year Ended
March 31, 2017
   

(f)

 

$

13.08

     

(0.84

)%

   

0.52

%

   

3.13

%

   

0.52

%

 

$

4,280,892

     

16

%

 

Institutional Shares

 
June 29, 2020 (g)
through
March 31, 2021
   

   

$

13.85

     

4.15

%

   

0.44

%

   

2.61

%

   

0.51

%

 

$

996,601

     

23

%

 

Class A

 
Year Ended
March 31, 2021
   

   

$

13.85

     

6.46

%

   

0.75

%

   

2.43

%

   

0.86

%

 

$

23,934

     

23

%

 
Year Ended
March 31, 2020
   

   

$

13.33

     

2.37

%

   

0.75

%

   

2.57

%

   

0.87

%

 

$

25,265

     

26

%

 
Year Ended
March 31, 2019
   

   

$

13.36

     

4.75

%

   

0.75

%

   

2.85

%

   

0.84

%

 

$

22,888

     

8

%

 
Year Ended
March 31, 2018
   

   

$

13.12

     

3.28

%

   

0.77

%(h)

   

2.83

%

   

0.85

%

 

$

26,397

     

11

%

 
Year Ended
March 31, 2017
   

(f)

 

$

13.07

     

(1.19

)%

   

0.80

%

   

2.84

%

   

0.83

%

 

$

37,351

     

16

%

 

Class Z

 
March 4, 2021 (g)
through
March 31, 2021
   

   

$

13.85

     

0.51

%

   

0.00

%

   

3.02

%

   

92.34

%

 

$

19

     

23

%

 

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

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

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

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

(g)  Commencement of operations.

(h)  Effective August 1, 2017, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.75% of Class A average daily net assets. Prior to this date, the voluntary expense limit was 0.80%.

See notes to financial statements.


51


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Tax Exempt Intermediate-Term Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and Class Z. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Institutional Shares commenced operations and the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

The Board of Trustees of USAA Mutual Funds Trust approved the addition of Class Z for the Fund. This new share class became effective February 5, 2021. Class Z is only available to participants in certain eligible separately managed accounts (also referred to as wrap fee programs) and other advisory clients of the Fund's Adviser or its affiliates that are subject to a separate contractual fee for investment management services.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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


52


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

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

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

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

7,464

   

$

   

$

   

$

7,464

   

Municipal Bonds

   

     

5,035,071

     

0

     

5,035,071

   

Total

 

$

7,464

   

$

5,035,071

   

$

0

   

$

5,042,535

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.


53


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For


54


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

127,775

   

$

93,564

   

$

64

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

1,244,242

   

$

1,123,478

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021.

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019, and effective July 1, 2019, VCM replaced AMCO as the investment adviser to the Fund and no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Intermediate Municipal Debt Funds Index. The Lipper Intermediate Municipal Debt Funds Index tracks the total return performance of the largest funds within the Lipper Intermediate Municipal Debt Funds category.


55


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:


  Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
       

+/- 20 to 50

 

+/- 4

 
       

+/- 51 to 100

 

+/- 5

 
       

+/- 101 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Intermediate Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020 to March 31, 2021, performance fees were $1,049, less than $(1), and less than $(1), in thousands, respectively, for Fund Shares, Institutional Shares and Class A. Performance adjustments were 0.02%, less than (0.01)%, and less than (0.01)% for Fund Shares, Institutional Shares, and Class A, respectively.

For the period March 4, 2021 to March 31, 2021, performance fees were less than $1 thousand for Class Z. Performance adjustments were less than 0.01% for Class Z.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the. SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets, of the Fund Shares, Institutional Shares, and Class A, respectively. VCM does not receive any fees from Class Z for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and


56


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. VCTA does not receive any fees from Class Z for these services. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A of the Fund. Amounts incurred and paid to the Distributor for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of the Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023, except for Class Z, which remains in effect indefinitely, unless the Board approves otherwise.

Under the terms of the agreement for Fund Shares, Institutional Shares, and Class A, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits.

Under the terms of the agreement for Class Z, the Adviser has agreed to waive fees or reimburse aggregate expenses to the extent that ordinary operating expenses incurred by Class Z in any fiscal year exceed the expense limit for such class of the Fund. Such excess amounts will be the liability of the Adviser. Including but not limited to investment management fees of the Investment Adviser inclusive


57


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

of the impact of any performance fee adjustment as provided in the Advisory Agreement but excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, 0.75%, and 0.0% for Fund Shares, Institutional Shares, Class A, and Class Z, respectively.

Under the terms of the agreement, the Fund Shares, Institutional Shares, and Class A have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

Under the terms of the agreement for Class Z, recoupment is not permitted.

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2023
  Expires
March 31, 2024
 

Total

 
$

16

   

$

172

   

$

188

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery,


58


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities held in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021, it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement


59


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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


60


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending.

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2021, were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
March 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
Borrower  

$

   

$

1,417

     

4

     

0.62

%

 

$

1,417

   

*  For the year ended March 31, 2021, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 

  Distributions
Paid from
      Distributions
Paid from
 
 

  Total
Tax-Exempt
Income
  Distributions
Paid
  Total
Tax-Exempt
Income
  Distributions
Paid
 
       

$

132,118

   

$

132,118

   

$

140,991

   

$

140,991

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 
$

12,678

   

$

(10,596

)

 

$

2,082

   

$

(94,495

)

 

$

344,509

   

$

252,096

   

*  The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales and defaulted bond adjustments.


61


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

32,966

   

$

61,529

   

$

94,495

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

4,698,026

   

$

361,192

   

$

(16,683

)

 

$

344,509

   


62


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Intermediate-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Intermediate-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


63


USAA Mutual Funds Trust

  Supplemental Information
March 31, 2021
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


64


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


65


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


66


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


67


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2011); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


68


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


69


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021 (unless otherwise noted).

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,023.20

   

$

1,022.34

   

$

2.62

   

$

2.62

     

0.52

%

 

Institutional Shares

   

1,000.00

     

1,024.40

     

1,022.74

     

2.22

     

2.22

     

0.44

%

 

Class A

   

1,000.00

     

1,022.00

     

1,021.14

     

3.83

     

3.83

     

0.76

%

 

Class Z**

   

1,000.00

     

1,005.10

     

1,024.93

     

     

     

0.00

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

**  Actual Expenses Paid are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 27/365 to reflect the stub period from commencement of operations March 4, 2021 through March 31, 2021.


70


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

For the period October 1, 2020 to March 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 0.52% and 0.76% for the Fund Shares and Class A, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six month period ended March 31, 2021.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,023.20

   

$

1,022.54

   

$

2.42

   

$

2.42

     

0.48

%

 

Class A

   

1,000.00

     

1,022.00

     

1,021.19

     

3.78

     

3.78

     

0.75

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


71


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):

  Tax Exempt
Income
 
   

$

132,118

   


72


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Intermediate-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


73


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was below the median of its expense group and equal to the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five-, and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


74


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


75


USAA Mutual Funds Trust

  Supplemental Information — continued
March 31, 2021
 

  (Unaudited)

Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


76


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

  (800) 235-8396  

40857-0521


MARCH 31, 2021

Annual Report

USAA Tax Exempt Short-Term Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper form free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by notifying your financial intermediary directly, or if you are a shareholder who has an account directly with the Fund, by calling (800) 235-8396 or by submitting your request via email to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all funds held with the USAA Mutual Funds or your financial intermediary.

Victory Capital means Victory Capital Management Inc., the investment adviser of the USAA Mutual Funds. USAA Mutual Funds are distributed by Victory Capital Services, Inc., member of FINRA, an affiliate of Victory Capital. Victory Capital and its affiliates are not affiliated with United Services Automobile Association or its affiliates. USAA and the USAA logos are registered trademarks and the USAA Mutual Funds and USAA Investments logos are trademarks of United Services Automobile Association and are being used by Victory Capital and its affiliates under license.


www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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


USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

   

2

   

Managers' Commentary (Unaudited)

   

4

   

Investment Overview (Unaudited)

   

6

   
Investment Objective & Portfolio
Holdings (Unaudited)
   

7

   

Schedule of Portfolio Investments

   

9

   

Financial Statements

 

Statement of Assets and Liabilities

    24    

Statement of Operations

    25    

Statements of Changes in Net Assets

    26    

Financial Highlights

    28    

Notes to Financial Statements

   

30

   
Report of Independent
Registered Public Accounting Firm
   

40

   

Supplemental Information (Unaudited)

   

41

   

Trustees' and Officers' Information

    41    

Proxy Voting and Portfolio Holdings Information

    47    

Expense Examples

    47    

Additional Federal Income Tax Information

    49    

Advisory Contract Agreement

    50    

Liquidity Risk Management Program

    53

 

Privacy Policy (inside back cover)

     

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

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

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

For more specific information, please consult your tax adviser.


1


(Unaudited)

Dear Shareholder,

The annual reporting period ended March 31, 2021, was a year like no other. It wasn't that long ago that we were all coming to grips with an emerging global pandemic, economic shutdowns, and financial markets in turmoil. We somehow persevered and have even emerged from those challenging days—dare I say—with a renewed sense of optimism. In retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

Consider everything that transpired over the past 12 months. A novel coronavirus ("COVID-19") and the subsequent worldwide spread of COVID-19 prompted governments everywhere to issue austere shelter-in-place orders, and the global economy slowed abruptly. Equity markets sold off, while unprecedented levels of volatility roiled traditionally placid bond markets. During the second quarter of 2020, domestic GDP contracted by an alarming annual rate of 31.4%, according to the U.S. Department of Commerce ("Commerce Department").

It's no surprise that many investors flocked to the perceived safety of U.S. Treasurys during this period of tumult. Meanwhile, liquidity evaporated (for a short spell) in other segments of the fixed-income world, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.

Fortunately, a response came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action—cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

It was impressive how quickly those actions helped arrest the stock market's freefall and restore order across much of the fixed-income universe. The rebound was as robust as the drawdown, and third quarter 2020 GDP bounced back and grew at a 33.4% annualized rate, according to the Commerce Department.

Late in the year, financial markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter as it became clear Congress would provide another dose of stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.

As the year ended and we moved into the first quarter of 2021, stocks continued their upward trajectory. Meanwhile, the yield on the 10-Year U.S. Treasury continued rallying sharply, and many investors began to worry about inflation in the post-pandemic world.

Through all the unprecedented events and volatility, the S&P 500® Index registered an impressive annual return of 56.35% for the 12-month period ended March 31, 2021. Over this same period, the yield on the 10-Year U.S. Treasury jumped more than 100 basis points, reflecting both the very low starting rate and substantial fiscal


2


stimulus. At the end of the reporting period, the yield on the 10-Year U.S. Treasury was 1.74%

On the whole, markets endured and surprised to the upside, but perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to remain focused on your long-term investment goals and avoid making emotional decisions.

On the following pages, you will find information relating to your USAA Mutual Funds, brought to you by Victory Capital. If you have any questions regarding the current market dynamics or your specific portfolio or investment plan, we encourage you to contact our Member Service Representatives. Call (800) 235-8396, or visit our website at www.vcm.com.

Thank you for letting us help you work toward your investment goals.

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust


3


USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund

Manager's Commentary

(Unaudited)

Regina G. Conklin, CFA, CPA
Andrew Hattman, CFA, CAIA
Lauren Spalten*

•  What were the market conditions during the reporting period?

Tax-exempt bonds as measured by the Bloomberg Barclays Municipal Bond Index generated positive returns during the 12-month reporting period ended March 31, 2021, due in part to falling municipal bond yields. (Bond prices and yields move in opposite directions.) However, the market saw significant volatility during the reporting period due primarily to COVID-19 and related economic and government reactions.

The reporting period began near the beginning of the COVID-19 crisis in the United States. The market had just sold off sharply in March 2020, and the first month of the reporting period was highlighted by significant volatility as the market reacted to COVID-19 and subsequent economic shutdowns, but also substantial fiscal and monetary response from the federal government. Starting in May 2020, the municipal market began a long, uneven recovery for the rest of the calendar year, driven by significant government intervention and investor expectations of a future return to normalcy. The recovery was marked by sizeable fund flows into tax-exempt mutual funds and material tightening of credit spreads (the yield difference between riskier bond yields and the safest bond yields). The recovery took a slight pause in the months ahead of the election, as uncertainty surrounding the election, as well as uncertainty around aid for municipal borrowers weighed on the market for a couple of months. However, the year ended with the market up significantly from the start of both the calendar year and the reporting period. January of 2021 saw a continuation of the market recovery, but the last part of the reporting period was highlighted by a sell-off in the municipal market as tax-exempt bonds finally succumbed to pressures caused by the meaningful increase in U.S. Treasury yields in the first quarter of 2021.

The end of the reporting period found the municipal market fighting the headwinds of potential higher U.S Treasury rates and inflation, but with several notable tailwinds in support to include: heavy fund flows into tax-exempt mutual funds, investor expectations of increasing tax rates, and stimulus money flowing to municipal borrowers.

•  How did the USAA Tax Exempt Short-Term Fund (the "Fund") perform during the reporting period?

The Fund has three share classes: Fund Shares, Institutional Shares and Class A (effective June 29, 2020, the Adviser Shares were redesignated Class A and became subject to a front-end sales charge). For the reporting period ended March 31, 2021, the Fund Shares and Class A had a total return of 4.42% and 4.07%, respectively, versus an average return of 2.35% amongst the funds in the Lipper Short Municipal Debt Funds category. This compares to returns of 2.32% for the Lipper Short Municipal Debt Funds Index and 3.33% for the Bloomberg Barclays Municipal Bond Short (1-5 Years) Index. The Institutional

*Effective March 2, 2021, Lauren Spalten was added as a portfolio manager on the Fund and John C. Bonnell was removed.


4


USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund (continued)

Manager's Commentary (continued)

Shares commenced operations on June 29, 2020, and from that time through March 31, 2021, had a total return of 2.39%.

•  What strategies did you employ during the reporting period?

In keeping with our investment approach, we continued to focus on income generation. The Fund's long-term income distribution, not its price appreciation, accounts for most of its total return.

During the reporting period, we continued to invest a portion of the portfolio in variable rate demand notes ("VRDNs"). The VRDNs owned by the Fund have interest rates that adjust daily/weekly to the market. VRDNs also possess a "demand" feature that allows us to sell the bond at par value with notice of seven days or less, which helps us reduce share price volatility and gives us the flexibility to act when attractive opportunities arise.

Our commitment to independent credit research continued to help us identify attractive opportunities for the Fund. We employ fundamental analysis that emphasizes an issuer's ability and willingness to repay its debt. Through our credit research, we strive both to recognize relative value and to avoid potential pitfalls, which is especially important in volatile times like the present. As always, we worked with our in-house team of analysts to select investments for the Fund on a bond-by-bond basis. Our team continuously monitors all the holdings in the Fund's portfolio.

The Fund continues to hold a diversified portfolio of shorter-term, primarily investment- grade municipal bonds. To limit exposure to an unexpected event, the Fund is diversified by sector, issuer, and geography. In addition, we avoid bonds subject to the federal alternative minimum tax for individuals.

Thank you for allowing us to assist you with your investment needs.


5


USAA Mutual Funds Trust

USAA Tax Exempt Short-Term Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended March 31, 2021

 

Fund Shares

 

Institutional Shares

 

Class A

     

 

INCEPTION DATE

 

3/19/82

 

6/29/20

 

8/1/10

     

 
    Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Maximum
Offering
Price
  Bloomberg
Barclays
Municipal
Bond Short
(1-5 Years)
Index1
  Lipper
Short
Municipal
Debt
Funds Index2
 

One Year

   

4.42

%

   

NA

     

4.07

%

   

1.71

%

   

3.33

%

   

2.32

%

 

Five Year

   

1.68

%

   

NA

     

1.44

%

   

0.99

%

   

1.85

%

   

1.33

%

 

Ten Year

   

1.77

%

   

NA

     

1.52

%

   

1.29

%

   

1.81

%

   

1.25

%

 

Since Inception

   

NA

     

2.39

%

   

NA

     

NA

     

NA

     

NA

   

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

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

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares.

The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

USAA Tax Exempt Short-Term Fund — Growth of $10,000

1The Bloomberg Barclays Municipal Bond Short (1-5 Years) Index is a market value-weighted index which covers the short components of the Bloomberg Barclays Municipal Bond Index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

2The unmanaged Lipper Short Municipal Debt Funds Index measures the Fund's performance to that of the Lipper Short Municipal Debt Funds category. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Past performance is not indicative of future results.


6


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
 

March 31, 2021

 

  (Unaudited)

Investment Objective & Portfolio Holdings:

The Fund's investment objective seeks to provide investors with interest income that is exempt from federal income tax.

Top 10 Industries

March 31, 2021

(% of Net Assets)

Hospital

   

21.1

%

 

General Obligation

   

17.7

%

 

Electric Utilities

   

10.5

%

 

Electric/Gas Utility

   

9.2

%

 

Education

   

7.4

%

 

Special Assessment/Tax/Fee

   

7.3

%

 

Oil & Gas Refining & Marketing

   

4.7

%

 

Multifamily Housing

   

3.4

%

 

Appropriated Debt

   

3.3

%

 

Nursing/CCRC

   

2.3

%

 

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


7


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund (continued)
 

March 31, 2021

 

  (Unaudited)

Portfolio Ratings Mix:

March 31, 2021

(% of Net Assets)

This chart reflects the highest long-term rating from a Nationally Recognized Statistical Rating Organization ("NRSRO"), with the four highest long-term credit ratings labeled, in descending order of credit quality, AAA, AA, A, and BBB. These categories represent investment-grade quality. NRSRO ratings are shown because they provide independent analysis of the credit quality of the Fund's investments. Victory Capital Management Inc. ("Adviser") also performs its own fundamental credit analysis of each security. As a part of its fundamental credit analysis, the Adviser considers various criteria, including industry specific actions, peer comparisons, payment ranking, and structure specific characteristics. Any of the Fund's securities that are not rated by an NRSRO appear in the chart above as "Unrated," but these securities are analyzed and monitored by the Adviser on an ongoing basis. Government securities that are issued or guaranteed as to principal and interest by the U.S. government and pre-refunded and escrowed-to-maturity municipal bonds that are not rated are treated as AAA for credit quality purposes.


8


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.1%)

 

Utilities (0.1%):

 

Energy Harbor Corp. (a)

   

46,323

   

$

1,244

   

Total Common Stocks (Cost $1,152)

   

1,244

   

Municipal Bonds (99.5%)

 

Alabama (2.7%):

 

Birmingham Airport Authority Revenue, 5.00%, 7/1/30

 

$

1,200

     

1,550

   
Black Belt Energy Gas District Revenue, Series B-1, 0.98%
(LIBOR01M+90bps), 12/1/48, (Put Date 12/1/23) (b) (j)
   

10,000

     

10,059

   
Chatom Industrial Development Board Revenue
5.00%, 8/1/21
   

280

     

284

   

5.00%, 8/1/30

   

1,275

     

1,614

   
Columbia Industrial Development Board Revenue, Series C, 0.09%,
12/1/37, Continuously Callable @100 (c)
   

4,900

     

4,900

   
Prattville Industrial Development Board Revenue
2.00%, 11/1/33, (Put Date 10/1/24) (b)
   

450

     

471

   

2.00%, 11/1/33, (Put Date 10/1/24) (b)

   

425

     

444

   
Selma Industrial Development Board Revenue
2.00%, 11/1/33, (Put Date 10/1/24) (b)
   

3,650

     

3,818

   

1.37%, 5/1/34, (Put Date 6/16/25) (b)

   

5,875

     

6,019

   
The Lower Alabama Gas District Revenue (LOC — Goldman Sachs Bank USA),
4.00%, 12/1/50, (Put Date 12/1/25) (b)
   

3,000

     

3,418

   
     

32,577

   

Arizona (3.8%):

 
Arizona Health Facilities Authority Revenue, 1.90% (MUNIPSA+185bps),
2/1/48, (Put Date 2/1/23) (b) (j)
   

25,000

     

25,654

   
Maricopa County IDA Revenue
4.00%, 7/1/29 (d)
   

750

     

829

   

0.62% (MUNIPSA+57bps), 1/1/35, (Put Date 10/18/24) (b) (j)

   

2,365

     

2,406

   

Series C, 0.85% (MUNIPSA+80bps), 9/1/48, (Put Date 9/1/24) (b) (j)

   

7,735

     

7,789

   
Maricopa County Pollution Control Corp. Revenue, Series B, 0.14%,
6/1/43, Callable 5/3/21 @ 100 (c)
   

6,000

     

6,000

   
Pinal County IDA Revenue
4.00%, 10/1/21
   

650

     

659

   

4.00%, 10/1/22

   

3,600

     

3,757

   
     

47,094

   

Arkansas (0.6%):

 
Arkansas Development Finance Authority Revenue
5.00%, 9/1/30
   

1,180

     

1,517

   

5.00%, 9/1/31, Continuously Callable @100

   

1,200

     

1,539

   

5.00%, 9/1/44, (Put Date 9/1/27) (b)

   

4,000

     

4,850

   
     

7,906

   

California (3.7%):

 
Anaheim Public Financing Authority Revenue
Series A, 5.00%, 5/1/22
   

500

     

521

   

Series A, 5.00%, 5/1/24

   

250

     

278

   

See notes to financial statements.


9


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
California County Tobacco Securitization Agency Revenue
Series A, 5.00%, 6/1/30
 

$

200

   

$

266

   

Series B-1, 1.75%, 6/1/30

   

250

     

257

   
California Infrastructure & Economic Development Bank Revenue,
Series B, 1.25% (MUNIPSA+120bps), 8/1/37, (Put Date 6/1/22) (b) (j)
   

8,000

     

8,038

   
California Municipal Finance Authority Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8061, 0.58%, 1/1/60, Callable 1/1/37 @ 100 (c) (d)
   

5,000

     

5,000

   
California Public Finance Authority Revenue
Series A, 4.00%, 10/15/21
   

215

     

219

   

Series A, 4.00%, 10/15/22

   

245

     

257

   

California State Public Works Board Revenue, Series A, 5.00%, 4/1/21

   

1,500

     

1,500

   
California Statewide Communities Development Authority Revenue (LIQ —
Deutsche Bank A.G.), Series DBE-8066, 0.58%, 4/1/60, Callable
10/1/32 @ 100 (c) (d)
   

5,000

     

5,000

   
City & County of San Francisco Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8059, 0.58%, 12/1/52, Callable 12/1/21 @ 100 (c) (d)
   

10,000

     

10,000

   

City of Irvine Special Assessment, 5.00%, 9/2/21

   

1,125

     

1,148

   

Contra Costa County Schools Pooled Notes Revenue, Series A, 2.00%, 12/1/21

   

4,500

     

4,538

   

County of Los Angeles Certificate of Participation, 5.00%, 9/1/21

   

1,000

     

1,020

   
Sierra View Local Health Care District Revenue
5.00%, 7/1/27
   

315

     

391

   

5.00%, 7/1/28

   

330

     

417

   

5.00%, 7/1/29

   

315

     

405

   

5.00%, 7/1/30

   

310

     

405

   

Tobacco Securitization Authority of Southern California Revenue, 2.25%, 6/1/29

   

290

     

293

   
Western Placer Unified School District Special Tax, 2.00%, 6/1/25, Continuously
Callable @100
   

4,750

     

4,910

   
     

44,863

   

Colorado (0.8%):

 
Colorado Health Facilities Authority Revenue
Series A, 5.00%, 8/1/29
   

500

     

645

   

Series A, 5.00%, 11/1/29

   

3,225

     

4,228

   

Series A, 5.00%, 11/1/30, Continuously Callable @100

   

2,215

     

2,891

   

Series B-2, 5.00%, 8/1/49, (Put Date 8/1/26) (b)

   

1,000

     

1,192

   
Southlands Metropolitan District No. 1, GO
Series A-1, 3.00%, 12/1/22
   

197

     

199

   

Series A-1, 3.50%, 12/1/27

   

1,000

     

1,051

   
     

10,206

   

Connecticut (2.6%):

 

City of Bridgeport, GO, Series B, 5.00%, 8/15/26

   

3,450

     

4,120

   
City of New Haven, GO
Series A, 5.00%, 8/1/22
   

1,190

     

1,249

   

Series A, 5.00%, 8/1/24

   

1,000

     

1,116

   

Series A, 5.00%, 8/1/25

   

580

     

663

   

Series A, 5.00%, 8/1/26

   

580

     

678

   

Series A, 5.00%, 8/1/27

   

1,000

     

1,192

   
City of New Haven, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 8/1/27
   

2,500

     

3,077

   

Series A, 5.00%, 8/1/28

   

1,000

     

1,254

   

See notes to financial statements.


10


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Series B, 5.00%, 2/1/27

 

$

600

   

$

730

   

Series B, 5.00%, 2/1/28

   

525

     

652

   

Series B, 5.00%, 2/1/29

   

550

     

695

   
City of West Haven, GO
Series A, 4.00%, 11/1/21
   

800

     

810

   

Series A, 5.00%, 11/1/23

   

800

     

871

   

Series A, 5.00%, 11/1/24

   

815

     

910

   

Series A, 5.00%, 11/1/27

   

650

     

770

   
Connecticut State Health & Educational Facilities Authority Revenue
Series A, 5.00%, 7/1/30, Continuously Callable @100
   

2,000

     

2,599

   

Series B-2, 5.00%, 7/1/53, (Put Date 1/1/27) (b)

   

3,000

     

3,694

   
Harbor Point Infrastructure Improvement District Tax Allocation,
5.00%, 4/1/22 (d)
   

3,045

     

3,167

   
State of Connecticut Special Tax Revenue, Series A, 5.00%, 5/1/31, Continuously
Callable @100
   

2,500

     

3,282

   
     

31,529

   

District of Columbia (1.6%):

 
District of Columbia Revenue (LIQ — Deutsche Bank A.G.),
Series 2016-XG0094, 0.15%, 10/1/41 (c) (d)
   

20,000

     

20,000

   

Florida (3.8%):

 
Alachua County Health Facilities Authority Revenue
4.00%, 12/1/23
   

1,100

     

1,196

   

5.00%, 12/1/37, (Put Date 12/1/26) (b)

   

3,000

     

3,586

   

Capital Trust Agency, Inc. Revenue, 4.00%, 8/1/30

   

200

     

225

   
City of Atlantic Beach Revenue, Series B-2, 3.00%, 11/15/23, Continuously
Callable @100
   

2,750

     

2,754

   

City of Pompano Beach Revenue, 3.50%, 9/1/30, Continuously Callable @103

   

3,590

     

3,921

   
County of Escambia Revenue
2.00%, 11/1/33, (Put Date 10/1/24) (b)
   

775

     

809

   

Series 2, 0.07%, 4/1/39, Continuously Callable @100 (c)

   

600

     

600

   

County of St. Lucie Revenue, 0.08%, 9/1/28, Continuously Callable @100 (c)

   

25,000

     

25,000

   
Florida Development Finance Corp. Revenue
Series A, 5.00%, 6/15/26
   

370

     

429

   

Series A, 5.00%, 6/15/27

   

390

     

460

   

Series A, 5.00%, 6/15/28, Continuously Callable @100

   

410

     

482

   

Series A, 5.00%, 6/15/29, Continuously Callable @100

   

360

     

422

   

Series A, 5.00%, 6/15/30, Continuously Callable @100

   

475

     

553

   
Florida Higher Educational Facilities Financial Authority Revenue
5.00%, 10/1/22
   

500

     

527

   

5.00%, 10/1/24

   

500

     

558

   

5.00%, 10/1/25

   

445

     

506

   

Series A, 5.00%, 4/1/21

   

1,385

     

1,385

   

Lee County IDA Revenue, 4.75%, 10/1/22

   

1,350

     

1,412

   
Southeast Overtown Park West Community Redevelopment Agency
Tax Allocation, Series A-1, 5.00%, 3/1/23 (d)
   

1,000

     

1,073

   
     

45,898

   

See notes to financial statements.


11


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Georgia (5.8%):

 
Appling County Development Authority Revenue, Series A, 1.50%,
1/1/38, (Put Date 2/3/25) (b)
 

$

2,000

   

$

2,025

   
Appling County Development Authority Revenue (NBGA — Southern Co.), 0.11%,
9/1/41, Continuously Callable @100 (c)
   

6,000

     

6,000

   
Burke County Development Authority Revenue, 1.70%, 12/1/49,
(Put Date 8/22/24) (b)
   

7,500

     

7,765

   
Cobb County Development Authority Revenue, Series A, 2.25%, 4/1/33,
(Put Date 10/1/29) (b)
   

5,000

     

5,336

   
Cobb County Housing Authority Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-8068, 0.58%, 10/1/59, Callable 10/1/35 @ 100 (c) (d)
   

5,000

     

5,000

   

George L Smith II Congress Center Authority Revenue, 2.38%, 1/1/31 (e)

   

1,000

     

1,017

   
Heard County Development Authority Revenue, 0.14%, 9/1/26, Continuously
Callable @100 (c)
   

1,200

     

1,200

   
Main Street Natural Gas, Inc. Revenue
4.00%, 8/1/48, (Put Date 12/1/23) (b)
   

5,000

     

5,451

   

Series A, 5.00%, 5/15/28

   

1,000

     

1,250

   

Series A, 5.00%, 5/15/29

   

1,775

     

2,249

   

Series C, 4.00%, 3/1/50, (Put Date 9/1/26) (b)

   

10,000

     

11,544

   
Savannah Economic Development Authority Revenue, 2.00%,
11/1/33, (Put Date 10/1/24) (b)
   

815

     

851

   
The Burke County Development Authority Revenue, Series 1, 0.10%,
7/1/49, Continuously Callable @100 (c)
   

3,890

     

3,890

   
The Burke County Development Authority Revenue (NBGA — Southern Co.),
0.08%, 11/1/52, Continuously Callable @100 (c)
   

11,800

     

11,800

   
The Development Authority of Monroe County Revenue
0.11%, 4/1/32, Continuously Callable @100 (c)
   

500

     

500

   

0.11%, 11/1/48, Continuously Callable @100 (c)

   

1,400

     

1,400

   
The Monroe County Development Authority Revenue, Series A, 1.50%,
1/1/39, (Put Date 2/3/25) (b)
   

3,500

     

3,525

   
     

70,803

   

Guam (0.3%):

 
Territory of Guam Revenue
Series A, 5.00%, 12/1/23
   

1,500

     

1,639

   

Series A, 5.00%, 12/1/24

   

2,000

     

2,247

   
     

3,886

   

Idaho (0.4%):

 

County of Nez Perce Revenue, 2.75%, 10/1/24

   

5,000

     

5,352

   

Illinois (12.1%):

 
Chicago Board of Education, GO
Series A, 4.00%, 12/1/27
   

1,400

     

1,602

   

Series B, 5.00%, 12/1/21

   

400

     

412

   

Series B, 5.00%, 12/1/22

   

1,500

     

1,608

   

Series B, 5.00%, 12/1/22

   

400

     

429

   

Series B, 5.00%, 12/1/31, Continuously Callable @100

   

1,000

     

1,234

   
Chicago Board of Education, GO (LIQ — Deutsche Bank A.G.)
Series 2016-XG0073, 0.20%, 12/1/39, Callable 12/1/21 @ 100 (c) (d)
   

11,000

     

11,000

   

Series 2017-XM0188, 0.20%, 12/1/39, Callable 12/1/21 @ 100 (c) (d)

   

5,000

     

5,000

   

See notes to financial statements.


12


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Chicago Park District, GO
Series A, 4.00%, 1/1/31, Continuously Callable @100
 

$

750

   

$

894

   

Series F-2, 5.00%, 1/1/27

   

600

     

714

   

Series F-2, 5.00%, 1/1/28

   

1,000

     

1,213

   

Series F-2, 5.00%, 1/1/29

   

1,000

     

1,232

   

Series F-2, 5.00%, 1/1/30

   

1,305

     

1,628

   

Series F-2, 5.00%, 1/1/31, Continuously Callable @100

   

2,115

     

2,634

   

Series F-2, 5.00%, 1/1/32, Continuously Callable @100

   

1,750

     

2,161

   
Chicago Park District, GO (INS — Build America Mutual Assurance Co.),
Series 2015-XF2111, 0.15%, 1/1/22 (c) (d)
   

10,200

     

10,200

   
Chicago Transit Authority Revenue
5.00%, 6/1/25
   

1,720

     

2,012

   

5.00%, 6/1/26

   

1,000

     

1,202

   
City of Chicago Waterworks Revenue
5.00%, 11/1/25
   

4,000

     

4,722

   

5.00%, 11/1/26

   

1,000

     

1,213

   

Series A-1, 5.00%, 11/1/25

   

2,000

     

2,361

   

Series A-1, 4.00%, 11/1/26

   

2,500

     

2,896

   
County of Cook, GO (LIQ-JPMorgan Chase & Co.), Series 2015-XF0124,
0.23%, 5/15/22 (c) (d)
   

11,160

     

11,160

   
Illinois Finance Authority Revenue
5.00%, 10/1/29
   

500

     

633

   

5.00%, 10/1/30

   

250

     

321

   

0.80% (MUNIPSA+75bps), 1/1/46, (Put Date 7/1/23) (b) (j)

   

9,000

     

9,174

   

Series B, (MUNIPSA+70bps) 5/1/42, (Put Date 5/1/26) (b) (j)

   

2,250

     

2,257

   

Series C, 4.00%, 2/15/25

   

10,000

     

11,303

   

Illinois Sports Facilities Authority Revenue, 5.00%, 6/15/28

   

1,000

     

1,191

   
Northern Illinois University Revenue (INS — Build America Mutual
Assurance Co.), Series B, 5.00%, 4/1/30
   

250

     

319

   

Railsplitter Tobacco Settlement Authority Revenue, 5.25%, 6/1/21

   

1,090

     

1,098

   
Sales Tax Securitization Corp. Revenue
Series A, 5.00%, 1/1/28
   

1,000

     

1,230

   

Series A, 5.00%, 1/1/29

   

2,500

     

3,128

   

Series A, 5.00%, 1/1/30

   

2,000

     

2,538

   
State of Illinois, GO
Series A, 5.00%, 3/1/22
   

1,500

     

1,558

   

Series A, 5.00%, 10/1/23

   

3,000

     

3,299

   

Series A, 5.00%, 11/1/25

   

5,000

     

5,803

   

Series C, 5.00%, 11/1/29, Continuously Callable @100

   

8,985

     

10,457

   
State of Illinois, GO (INS — Build America Mutual Assurance Co.),
Series D, 5.00%, 11/1/25 (f)
   

15,000

     

17,653

   
Village of Rosemont, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 12/1/22
   

1,735

     

1,859

   

Series A, 5.00%, 12/1/23

   

1,825

     

2,028

   

Series A, 5.00%, 12/1/24

   

1,915

     

2,194

   
Western Illinois University Revenue (INS — Build America Mutual Assurance Co.)
4.00%, 4/1/29
   

750

     

889

   

4.00%, 4/1/30

   

750

     

899

   

See notes to financial statements.


13


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Will County Community High School District No 210 Lincoln-Way, GO,
4.00%, 1/1/22
 

$

975

   

$

996

   
     

148,354

   

Indiana (0.8%):

 

Hammond Local Public Improvement Bond Bank Revenue, 2.00%, 12/31/21

   

1,170

     

1,180

   
Indiana Bond Bank Revenue
1/15/27 (g)
   

1,280

     

1,205

   

1/15/28 (g)

   

1,100

     

1,015

   

1/15/29 (g)

   

565

     

508

   

7/15/29, Continuously Callable @99 (g)

   

730

     

633

   
Indiana Finance Authority Revenue, 2.95%, 10/1/22, Continuously
Callable @100
   

5,000

     

5,169

   
     

9,710

   

Iowa (0.2%):

 

City of Waverly Revenue, 2.50%, 12/31/22, Continuously Callable @100

   

2,000

     

2,057

   

Kansas (0.4%):

 
City of Burlington Revenue, Series B, 0.19%, 9/1/35, Continuously
Callable @100 (c)
   

4,050

     

4,050

   

City of St. Marys Revenue, 0.15%, 4/15/32, Continuously Callable @100 (c)

   

1,200

     

1,200

   
     

5,250

   

Kentucky (6.4%):

 
City of Ashland Revenue
5.00%, 2/1/28
   

1,775

     

2,093

   

5.00%, 2/1/30

   

740

     

887

   

County of Carroll Revenue, 1.55%, 9/1/42, (Put Date 9/1/26) (b)

   

5,000

     

5,049

   
County of Owen Revenue
2.45%, 6/1/39, (Put Date 10/1/29) (b)
   

10,000

     

10,717

   

2.45%, 9/1/39, (Put Date 10/1/29) (b)

   

5,000

     

5,277

   
Kentucky Economic Development Finance Authority Revenue,
Series B-3, 1.45% (MUNIPSA+140bps), 2/1/46, (Put Date 2/1/25) (b) (j)
   

10,000

     

10,001

   
Kentucky Public Energy Authority Revenue
Series B, 4.00%, 1/1/49, (Put Date 1/1/25) (b)
   

5,715

     

6,370

   

Series C, 4.00%, 2/1/50, (Put Date 2/1/28) (b)

   

10,000

     

11,765

   

Series C-1, 4.00%, 12/1/49, (Put Date 6/1/25) (b)

   

10,000

     

11,250

   

Series C-3, 1.10% (MUNIPSA+105bps), 12/1/49, (Put Date 6/1/25) (b) (j)

   

10,000

     

10,152

   
Louisville/Jefferson County Metropolitan Government Revenue, 5.00%,
10/1/47, (Put Date 10/1/29) (b)
   

4,000

     

5,123

   
     

78,684

   

Louisiana (2.3%):

 
Louisiana Local Government Environmental Facilities & Community
Development Authority Revenue, Series A, 2.00%, 6/1/30, Continuously
Callable @100 (e)
   

1,000

     

1,004

   
Louisiana Public Facilities Authority Revenue, 0.70% (MUNIPSA+65bps),
9/1/57, (Put Date 9/1/23) (b) (j)
   

10,000

     

10,128

   

Parish of St. Charles Revenue, 4.00%, 12/1/40, (Put Date 6/1/22) (b)

   

4,000

     

4,163

   
Parish of St. James Revenue (NBGA — Nucor Corp.),
Series B-1, 0.14%, 11/1/40, Continuously Callable @100 (c) (f)
   

3,300

     

3,300

   

See notes to financial statements.


14


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Parish of St. John the Baptist Revenue
2.20%, 6/1/37, (Put Date 7/1/26) (b)
 

$

1,750

   

$

1,802

   

2.10%, 6/1/37, (Put Date 7/1/24) (b)

   

2,000

     

2,052

   

Tobacco Settlement Financing Corp. Revenue, Series A, 5.00%, 5/15/22

   

5,000

     

5,266

   
     

27,715

   

Maryland (0.9%):

 
Maryland Economic Development Corp. Revenue
Series A, 5.00%, 6/1/25
   

1,500

     

1,686

   

Series A, 5.00%, 6/1/26

   

2,000

     

2,295

   

Series A, 5.00%, 6/1/27

   

1,340

     

1,566

   
Maryland Health & Higher Educational Facilities Authority Revenue
5.00%, 7/1/28
   

1,910

     

2,393

   

5.00%, 7/1/29

   

1,130

     

1,438

   

5.00%, 7/1/30

   

1,000

     

1,292

   
     

10,670

   

Massachusetts (0.7%):

 
Massachusetts Development Finance Agency Revenue
5.00%, 7/15/21 (d)
   

225

     

227

   

5.00%, 7/1/25

   

1,250

     

1,458

   

5.00%, 7/1/26

   

1,500

     

1,790

   

5.00%, 7/15/26 (d)

   

310

     

347

   

5.00%, 7/15/28 (d)

   

340

     

391

   

5.00%, 7/15/30 (d)

   

640

     

751

   

Series A, 5.00%, 7/1/29, Continuously Callable @100

   

1,425

     

1,806

   

Series C, 5.00%, 10/1/30

   

975

     

1,271

   
     

8,041

   

Michigan (0.8%):

 
Flint Hospital Building Authority Revenue
5.00%, 7/1/29
   

1,995

     

2,373

   

5.00%, 7/1/30

   

2,290

     

2,757

   
Michigan Finance Authority Revenue, Series D-2, 0.55% (MUNIPSA+50bps),
10/15/38, (Put Date 8/9/21) (b) (j)
   

4,360

     

4,364

   
     

9,494

   

Minnesota (0.2%):

 
Housing & Redevelopment Authority of The City of St Paul Minnesota Revenue,
5.00%, 11/15/21
   

1,575

     

1,621

   
Sanford Canby Community Hospital District No. 1 Revenue, 0.43%, 11/1/26,
Continuously Callable @100 (c)
   

1,295

     

1,295

   
     

2,916

   

Mississippi (1.9%):

 

County of Warren Revenue, 2.90%, 9/1/32, (Put Date 9/1/23) (b)

   

2,000

     

2,113

   
Mississippi Business Finance Corp. Revenue, 3.20%, 9/1/28, Continuously
Callable @100
   

4,000

     

4,211

   
Mississippi Hospital Equipment & Facilities Authority Revenue
5.00%, 9/1/24
   

10,000

     

11,425

   

Series A-2, 0.65%, 9/1/36, (Put Date 9/1/21) (b)

   

5,760

     

5,764

   
     

23,513

   

See notes to financial statements.


15


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Montana (0.8%):

 

City of Forsyth Revenue, 2.00%, 8/1/23

 

$

6,000

   

$

6,189

   
Montana State Board of Regents Revenue, Series F, 0.50% (MUNIPSA+45bps),
11/15/35, (Put Date 9/1/23) (b) (j)
   

3,075

     

3,047

   
     

9,236

   

Nevada (0.4%):

 

County of Washoe Revenue, Series B, 3.00%, 3/1/36, (Put Date 6/1/22) (b)

   

4,400

     

4,533

   

New Hampshire (0.1%):

 
New Hampshire Business Finance Authority Revenue
4.00%, 1/1/30, Continuously Callable @103
   

280

     

317

   

4.00%, 1/1/31, Continuously Callable @103

   

295

     

331

   
     

648

   

New Jersey (7.9%):

 
Casino Reinvestment Development Authority Revenue (INS — Assured Guaranty
Municipal Corp.), 5.00%, 11/1/24
   

1,000

     

1,127

   
City of Newark, GO
3.50%, 7/27/21
   

3,532

     

3,568

   

Series B, 2.00%, 10/5/21

   

1,160

     

1,170

   

Series C, 2.00%, 10/5/21

   

4,200

     

4,237

   
New Jersey Building Authority Revenue
Series A, 3.00%, 6/15/23
   

600

     

634

   

Series A, 3.00%, 6/15/23

   

400

     

425

   

Series A, 5.00%, 6/15/24

   

2,405

     

2,738

   

Series A, 5.00%, 6/15/24

   

1,595

     

1,833

   
New Jersey Economic Development Authority Revenue
5.00%, 6/15/21
   

7,000

     

7,064

   

Series BBB, 5.00%, 6/15/23

   

7,000

     

7,701

   

Series XX, 5.00%, 6/15/22 (f)

   

20,000

     

21,110

   
New Jersey Economic Development Authority Revenue (LOC — Valley
National Bank), 0.35%, 3/1/31, Continuously Callable @100 (c)
   

1,390

     

1,390

   
New Jersey Educational Facilities Authority Revenue
Series B, 5.00%, 9/1/22
   

4,735

     

5,044

   

Series B, 5.00%, 9/1/23

   

4,000

     

4,435

   

Series B, 4.00%, 9/1/24

   

4,730

     

5,259

   
New Jersey Transportation Trust Fund Authority Revenue
5.00%, 6/15/24
   

5,095

     

5,802

   

1.25% (MUNIPSA+120bps), 6/15/34, (Put Date 12/15/21) (b) (j)

   

10,000

     

10,080

   

Series AA, 5.00%, 6/15/22

   

1,500

     

1,583

   

Series AA, 5.00%, 6/15/23

   

3,835

     

4,220

   

State of New Jersey, GO, Series A, 4.00%, 6/1/31

   

3,000

     

3,673

   

Tobacco Settlement Financing Corp. Revenue, Series B, 3.20%, 6/1/27

   

1,145

     

1,189

   

Township of Weehawken, GO, 1.25%, 12/30/21

   

2,412

     

2,421

   
     

96,703

   

New Mexico (1.5%):

 

City of Farmington Revenue

 

1.88%, 4/1/33, (Put Date 10/1/21) (b)

   

6,000

     

6,045

   

2.13%, 6/1/40, (Put Date 6/1/22) (b)

   

2,000

     

2,041

   

Series A, 0.14%, 6/1/40, Callable 5/3/21 @ 100 (c)

   

4,000

     

4,000

   

See notes to financial statements.


16


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
New Mexico Hospital Equipment Loan Council Revenue
5.00%, 6/1/21
 

$

225

   

$

227

   

5.00%, 6/1/22

   

445

     

468

   

5.00%, 6/1/27

   

770

     

943

   

5.00%, 6/1/28

   

780

     

973

   

5.00%, 6/1/29

   

835

     

1,056

   

5.00%, 6/1/30

   

525

     

673

   

5.00%, 6/1/31, Continuously Callable @100

   

690

     

883

   
Village of Los Ranchos de Albuquerque Revenue
5.00%, 9/1/28
   

840

     

1,031

   

5.00%, 9/1/31, Continuously Callable @100

   

300

     

376

   
     

18,716

   

New York (9.4%):

 

City of Elmira, GO, 4.00%, 5/27/21

   

790

     

791

   

City of Long Beach, GO, Series A, 0.63%, 2/22/22, Continuously Callable @100

   

9,335

     

9,355

   
City of New York, GO
0.21%, 10/1/46, Continuously Callable @100 (c)
   

8,700

     

8,700

   

Series 2, 0.21%, 4/1/42, Continuously Callable @100 (c)

   

4,000

     

4,000

   

Series 3, 0.21%, 4/1/42, Continuously Callable @100 (c)

   

2,000

     

2,000

   
City of Poughkeepsie, GO
4.00%, 10/15/21 (e)
   

100

     

101

   

4.00%, 4/15/22 (e)

   

130

     

133

   

4.00%, 4/15/23 (e)

   

135

     

142

   

4.00%, 4/15/24 (e)

   

140

     

150

   

4.00%, 4/15/25 (e)

   

215

     

232

   

4.00%, 4/15/26 (e)

   

230

     

251

   
County of Rockland, GO (INS — Assured Guaranty Municipal Corp.)
Series A, 5.00%, 3/1/23
   

2,500

     

2,724

   

Series A, 5.00%, 3/1/24

   

1,600

     

1,811

   

County of Suffolk, GO, Series I, 2.00%, 7/22/21

   

4,000

     

4,015

   
Long Island Power Authority Revenue
Series B, 1.65%, 9/1/49, (Put Date 9/1/24) (b)
   

4,500

     

4,656

   

Series C, 0.83% (LIBOR01M+75bps), 5/1/33, (Put Date 10/1/23) (b) (j)

   

4,000

     

3,984

   

Series C, 0.83% (LIBOR01M+75bps), 5/1/33, (Put Date 10/1/23) (b) (j)

   

5,000

     

4,929

   
Metropolitan Transportation Authority Revenue
0.55% (MUNIPSA+50bps), 11/15/42, (Put Date 3/1/22) (b) (j)
   

10,000

     

9,958

   

Series 2, 0.85% (SOFR+80bps) 11/1/32, (Put Date 4/1/26) (b) (e) (j)

   

2,000

     

2,000

   

Series A-1, 5.00%, 2/1/23

   

8,050

     

8,659

   

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (b)

   

1,830

     

2,309

   

Series B-1, 5.00%, 5/15/22

   

3,155

     

3,304

   

Series D-2, 0.50% (MUNIPSA+45bps), 11/15/44, (Put Date 11/15/22) (b) (j)

   

8,000

     

7,967

   

Monroe County Industrial Development Corp. Revenue, 5.00%, 12/1/21

   

525

     

541

   
New York Liberty Development Corp. Revenue
2.63%, 9/15/69, Continuously Callable @100
   

1,650

     

1,667

   

2.80%, 9/15/69, Continuously Callable @100

   

14,950

     

14,465

   
New York Liberty Development Corp. Revenue (LIQ — Royal Bank of Canada),
Series 2016-ZF0464, 0.09%, 5/15/21 (c) (d)
   

2,000

     

2,000

   
New York State Dormitory Authority Revenue
5.00%, 12/1/24 (d)
   

1,200

     

1,365

   

5.00%, 12/1/25 (d)

   

1,200

     

1,400

   

See notes to financial statements.


17


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
New York State Housing Finance Agency Revenue (LIQ — Deutsche Bank A.G.),
Series DBE-DBE-8073, 0.58%, 8/1/50, Continuously Callable @100 (c) (d)
 

$

5,000

   

$

5,000

   
Niagara Area Development Corp. Revenue, Series B, 3.50%, 11/1/24, Continuously
Callable @100 (d)
   

500

     

519

   

Town of Watertown, GO, 3.50%, 4/15/21

   

3,170

     

3,173

   
Troy Capital Resource Corp. Revenue
5.00%, 8/1/26, Continuously Callable @100
   

1,050

     

1,248

   

5.00%, 9/1/27

   

1,250

     

1,540

   
     

115,089

   

North Carolina (0.7%):

 
Columbus County Industrial Facilities & Pollution Control Financing
Authority Revenue
2.00%, 11/1/33, (Put Date 10/1/24) (b)
   

825

     

866

   

2.00%, 11/1/33, (Put Date 10/1/24) (b)

   

825

     

867

   

Series A, 1.37%, 5/1/34, (Put Date 6/16/25) (b)

   

2,000

     

2,059

   
North Carolina Medical Care Commission Revenue
2.50%, 10/1/24, Continuously Callable @100
   

745

     

740

   

2.30%, 9/1/25, Continuously Callable @100

   

1,250

     

1,252

   

2.88%, 10/1/26, Continuously Callable @100

   

650

     

650

   

Series A, 4.00%, 10/1/27

   

600

     

688

   

Series B-1, 2.55%, 9/1/26, Continuously Callable @100

   

1,575

     

1,577

   
     

8,699

   

Ohio (2.3%):

 
Akron Bath Copley Joint Township Hospital District Revenue
5.00%, 11/15/29
   

275

     

349

   

5.00%, 11/15/30

   

350

     

449

   

5.00%, 11/15/31, Continuously Callable @100

   

300

     

384

   
County of Allen Hospital Facilities Revenue, 5.00%, 12/1/30, Continuously
Callable @100
   

2,000

     

2,648

   

County of Hamilton Revenue, 5.00%, 9/15/29

   

1,345

     

1,719

   
Ohio Air Quality Development Authority Revenue
1.90%, 5/1/26, (Put Date 10/1/24) (b)
   

3,500

     

3,640

   

2.40%, 12/1/38, (Put Date 10/1/29) (b)

   

3,250

     

3,379

   
Ohio Higher Educational Facility Commission Revenue
5.00%, 5/1/21
   

1,000

     

1,003

   

5.00%, 5/1/22

   

500

     

525

   

5.00%, 5/1/23

   

550

     

603

   

5.00%, 5/1/24

   

1,000

     

1,137

   
Ohio Water Development Authority Revenue
1.55%, 7/1/21
   

1,800

     

1,804

   

6/1/33 (h) (i)

   

5,000

     

   
Port of Greater Cincinnati Development Authority Revenue, Series A, 3.00%,
5/1/23, Continuously Callable @100
   

4,765

     

4,751

   
Southeastern Ohio Port Authority Revenue
5.00%, 12/1/21
   

1,150

     

1,173

   

5.00%, 12/1/25, Continuously Callable @100

   

1,000

     

1,104

   
State of Ohio Revenue
5.00%, 11/15/27
   

425

     

525

   

5.00%, 11/15/30

   

710

     

917

   

See notes to financial statements.


18


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

5.00%, 11/15/31, Continuously Callable @100

 

$

465

   

$

599

   

Series A, 5.00%, 1/15/30

   

1,000

     

1,293

   
     

28,002

   

Oklahoma (3.0%):

 
Garfield County Industrial Authority Revenue, Series A, 0.22%, 1/1/25,
Callable 5/5/21 @ 100 (c) (f)
   

3,100

     

3,100

   
Muskogee Industrial Trust Revenue
4.00%, 9/1/28
   

2,500

     

2,898

   

4.00%, 9/1/29

   

3,010

     

3,511

   

Series A, 0.22%, 6/1/27, Continuously Callable @100 (c)

   

21,590

     

21,590

   
Oklahoma Development Finance Authority Revenue
Series B, 5.00%, 8/15/23
   

500

     

553

   

Series B, 5.00%, 8/15/24

   

600

     

688

   

Series B, 5.00%, 8/15/25

   

550

     

649

   
Oklahoma Municipal Power Authority Revenue, Series A, 0.44%
(MUNIPSA+39bps), 1/1/23 (j)
   

3,135

     

3,143

   
     

36,132

   

Oregon (0.2%):

 
County of Yamhill Revenue
4.00%, 10/1/21
   

330

     

335

   

4.00%, 10/1/22

   

555

     

578

   

4.00%, 10/1/23

   

425

     

453

   

4.00%, 10/1/24

   

425

     

461

   
Oregon State Facilities Authority Revenue
Series A, 5.00%, 10/1/28
   

150

     

188

   

Series A, 5.00%, 10/1/29

   

300

     

382

   

Series A, 5.00%, 10/1/30

   

300

     

388

   
     

2,785

   

Pennsylvania (6.9%):

 

Chester County IDA Revenue, 3.75%, 10/1/24

   

485

     

509

   
Coatesville School District, GO (INS — Assured Guaranty Municipal Corp.)
5.00%, 8/1/24
   

1,000

     

1,174

   

5.00%, 8/1/25

   

800

     

946

   

Commonwealth Financing Authority Revenue, 5.00%, 6/1/26

   

2,000

     

2,409

   
County of Lehigh Revenue
5.00%, 7/1/28
   

1,750

     

2,235

   

5.00%, 7/1/29

   

2,000

     

2,595

   
Delaware County Authority Revenue
4.00%, 10/1/21
   

180

     

182

   

4.00%, 10/1/22

   

200

     

208

   

5.00%, 10/1/23

   

235

     

256

   

5.00%, 10/1/24

   

505

     

563

   

5.00%, 10/1/25

   

525

     

597

   

5.00%, 10/1/30

   

1,200

     

1,424

   
Geisinger Authority Revenue
1.14% (LIBOR01M+107bps), 6/1/28, (Put Date 6/1/24) (b) (j)
   

7,000

     

7,114

   

5.00%, 4/1/43, (Put Date 4/1/30) (b) (j)

   

4,250

     

5,495

   

See notes to financial statements.


19


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
General Authority of Southcentral Pennsylvania Revenue, 0.65%
(MUNIPSA+60bps), 6/1/49, (Put Date 6/1/24) (b) (j)
 

$

6,000

   

$

6,045

   
Hospitals & Higher Education Facilities Authority of Philadelphia Revenue,
5.00%, 7/1/22
   

1,595

     

1,663

   
Luzerne County IDA Revenue (INS — Assured Guaranty Municipal Corp.)
5.00%, 12/15/25
   

550

     

649

   

5.00%, 12/15/26, Continuously Callable @100

   

500

     

589

   

5.00%, 12/15/27, Continuously Callable @100

   

1,000

     

1,177

   
Montgomery County Higher Education & Health Authority Revenue, 0.77%
(MUNIPSA+72bps), 9/1/51, (Put Date 9/1/23) (b)
   

6,250

     

6,250

   
Northampton County General Purpose Authority Revenue, 1.12%
(LIBOR01M+104bps), 8/15/48, (Put Date 8/15/24) (b) (j)
   

1,855

     

1,824

   
Pennsylvania Higher Educational Facilities Authority Revenue,
Series A, 5.00%, 7/15/21
   

1,090

     

1,102

   
Pennsylvania Turnpike Commission Revenue, Series B-1, 1.03%
(MUNIPSA+98bps), 12/1/21, Callable 6/1/21 @ 100 (j)
   

6,500

     

6,543

   
Philadelphia IDA Revenue
5.00%, 6/15/28 (d)
   

210

     

245

   

5.00%, 6/15/29, Continuously Callable @100 (d)

   

220

     

255

   

5.00%, 6/15/30, Continuously Callable @100 (d)

   

145

     

168

   
Pittsburgh Water & Sewer Authority Revenue, Series C, 0.70%
(MUNIPSA+65bps), 9/1/40, (Put Date 12/1/23) (b) (j)
   

7,500

     

7,575

   
School District of Philadelphia, GO
Series D, 5.00%, 9/1/21
   

5,000

     

5,094

   

Series D, 5.00%, 9/1/22

   

5,500

     

5,853

   
Scranton School District, GO
0.93% (LIBOR01M+85bps), 4/1/31, (Put Date 4/1/21) (b) (j)
   

6,975

     

6,995

   

Series A, 5.00%, 6/1/23

   

2,435

     

2,650

   
The Berks County Municipal Authority Revenue, Series B, 5.00%,
2/1/40, (Put Date 2/1/30) (b)
   

1,700

     

1,871

   
West Mifflin School District, GO (INS — Assured Guaranty Municipal Corp.),
5.00%, 10/1/21
   

1,570

     

1,605

   
Westmoreland County IDA Revenue
Series A, 4.00%, 7/1/21
   

225

     

227

   

Series A, 4.00%, 7/1/22

   

300

     

313

   
     

84,400

   

South Carolina (0.8%):

 
Patriots Energy Group Financing Agency Revenue, Series B, 0.94%
(LIBOR01M+86bps), 10/1/48, (Put Date 2/1/24) (b) (j)
   

10,000

     

10,170

   

South Dakota (0.4%):

 
South Dakota Health & Educational Facilities Authority Revenue
0.43%, 11/1/25, Continuously Callable @100 (c)
   

1,505

     

1,505

   

0.43%, 11/1/27, Continuously Callable @100 (c)

   

2,975

     

2,975

   
     

4,480

   

Tennessee (0.3%):

 
Chattanooga Health Educational & Housing Facility Board Revenue,
Series C, 0.12%, 5/1/39, Continuously Callable @100 (c) (f)
   

3,100

     

3,100

   

See notes to financial statements.


20


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 

Texas (6.5%):

 
Austin Convention Enterprises, Inc. Revenue
5.00%, 1/1/25
 

$

400

   

$

403

   

5.00%, 1/1/27

   

400

     

401

   
Decatur Hospital Authority Revenue
Series A, 5.00%, 9/1/21
   

700

     

712

   

Series A, 5.00%, 9/1/24

   

780

     

881

   
Harris County Cultural Education Facilities Finance Corp. Revenue
5.00%, 7/1/49, (Put Date 12/1/26) (b)
   

1,400

     

1,717

   

0.62% (MUNIPSA+57bps), 12/1/49, (Put Date 12/4/24) (b) (j)

   

1,670

     

1,642

   
Harris County Municipal Utility District No. 165, GO (INS — Build America
Mutual Assurance Co.)
3.00%, 3/1/22
   

650

     

664

   

3.00%, 3/1/23

   

520

     

543

   
Irving Hospital Authority Revenue, 1.15% (MUNIPSA+110bps),
10/15/44, (Put Date 10/15/23) (b) (j)
   

1,665

     

1,665

   

Karnes County Hospital District Revenue, 5.00%, 2/1/24

   

1,885

     

2,051

   

Matagorda County Navigation District No. 1 Revenue, 2.60%, 11/1/29

   

4,000

     

4,258

   
New Hope Cultural Education Facilities Finance Corp. Revenue
Series A, 5.00%, 7/1/23
   

1,250

     

1,062

   

Series A, 5.00%, 7/1/24

   

2,300

     

1,955

   

Series A, 5.00%, 7/1/25

   

2,135

     

1,815

   
Port of Port Arthur Navigation District Revenue
0.16%, 11/1/40, Continuously Callable @100 (c) (f)
   

38,675

     

38,675

   

Series A, 0.08%, 4/1/40, Continuously Callable @100 (c)

   

8,600

     

8,600

   

Series B, 0.08%, 4/1/40, Continuously Callable @100 (c)

   

4,800

     

4,800

   

Series C, 0.10%, 4/1/40, Continuously Callable @100 (c)

   

1,100

     

1,100

   
Texas Municipal Gas Acquisition & Supply Corp. III Revenue
5.00%, 12/15/21
   

2,000

     

2,065

   

5.00%, 12/15/32

   

1,000

     

1,324

   
Texas Private Activity Bond Surface Transportation Corp. Revenue, 4.00%,
6/30/31, Continuously Callable @100
   

2,355

     

2,783

   
     

79,116

   

Utah (0.5%):

 
Utah Housing Corp. Revenue (LIQ — Deutsche Bank A.G.), Series 2019-XF1081,
0.35%, 3/1/62, Callable 2/1/31 @ 100 (c) (d)
   

6,565

     

6,565

   

Vermont (1.0%):

 

Winooski School District, GO, 1.25%, 10/15/21

   

12,500

     

12,535

   

Virginia (1.1%):

 
Albermarle County Economic Development Authority Revenue, Series B, 0.06%,
10/1/48, Continuously Callable @100 (c)
   

1,750

     

1,750

   

Chesapeake Bay Bridge & Tunnel District Revenue, 5.00%, 11/1/23

   

5,140

     

5,730

   

Marquis Community Development Authority Revenue, 9/1/45 (d) (h) (k)

   

1,074

     

561

   
Marquis Community Development Authority Tax Allocation
Series A, 3.32%, 9/1/36 (h)
   

3,506

     

1,683

   

Series C, 9/1/41 (g) (h)

   

5,111

     

235

   

Prince William County IDA Revenue, 5.00%, 1/1/31, Continuously Callable @102

   

1,700

     

1,762

   

See notes to financial statements.


21


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(Amounts in Thousands, Except for Shares)  

Security Description

  Principal
Amount
 

Value

 
Virginia Small Business Financing Authority Revenue
Series A, 5.00%, 1/1/22
 

$

370

   

$

382

   

Series A, 5.00%, 1/1/31, Continuously Callable @103

   

1,250

     

1,532

   
     

13,635

   

Washington (1.2%):

 
Washington Health Care Facilities Authority Revenue
5.00%, 8/15/26
   

2,000

     

2,390

   

5.00%, 8/15/27

   

2,175

     

2,652

   

Series B-2, 1.45% (MUNIPSA+140bps), 1/1/35, (Put Date 1/1/25) (b) (j)

   

10,000

     

10,161

   
     

15,203

   

Wisconsin (1.7%):

 
Public Finance Authority Revenue
4.00%, 9/1/24 (d)
   

1,140

     

1,193

   

3.25%, 1/1/30

   

1,795

     

1,964

   

5.00%, 4/1/30 (d)

   

500

     

592

   
Wisconsin Health & Educational Facilities Authority Revenue
2.25%, 11/1/26, Continuously Callable @100
   

3,000

     

3,001

   

2.55%, 11/1/27, Continuously Callable @100

   

1,500

     

1,501

   

4.00%, 3/15/30

   

400

     

456

   

0.18%, 2/15/53, Callable 5/3/21 @ 100 (c)

   

6,500

     

6,500

   

0.70% (MUNIPSA+65bps), 8/15/54, (Put Date 7/31/24) (b) (j)

   

1,700

     

1,720

   

Series B-2, 5.00%, 2/15/51, (Put Date 2/15/27) (b)

   

2,000

     

2,401

   

Series C, 5.00%, 8/15/21

   

1,200

     

1,220

   
     

20,548

   

Total Municipal Bonds (Cost $1,188,859)

   

1,216,813

   

Total Investments (Cost $1,190,011) — 99.6%

   

1,218,057

   

Other assets in excess of liabilities — 0.4%

   

4,582

   

NET ASSETS — 100.00%

 

$

1,222,639

   

(a)  Non-income producing security.

(b)  Put Bond.

(c)  Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, the fair value of these securities was $109,008 (thousands) and amounted to 8.9% of net assets.

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

(f)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

(g)  Zero-coupon bond.

See notes to financial statements.


22


USAA Mutual Funds Trust
USAA Tax Exempt Short-Term Fund
  Schedule of Portfolio Investments — continued
March 31, 2021
 

(h)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of the Fund's net assets as of March 31, 2021. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(i)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of March 31, 2021, illiquid securities were 0.0% of the Fund's net assets.

(j)  Variable or Floating-Rate Security. Rate disclosed is as of March 31, 2021.

(k)  Stepped-coupon security converts to coupon form on 9/1/21 with a rate of 7.50%

bps — Basis points

Continuously callable — Investment is continuously callable or will be continuously callable on any date after the first call date until its maturity.

GO — General Obligation

IDA — Industrial Development Authority

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of March 31, 2021, based on the last reset date of the security

LOC — Letter of Credit

MUNIPSA — Municipal Swap Index

SOFR — Secured Overnight Financing Rate

Credit Enhancements — Adds the financial strength of the provider of the enhancement to support the issuer's ability to repay the principal and interest payments when due. The enhancement may be provided by a high-quality bank, insurance company or other corporation, or a collateral trust. The enhancements do not guarantee the market values of the securities.

INS  Principal and interest payments are insured by the name listed. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that value may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations.

LIQ  Liquidity enhancement that may, under certain circumstances, provide for repayment of principal and interest upon demand from the name listed.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

NBGA  Principal and interest payments or, under certain circumstances, underlying mortgages are guaranteed by a nonbank guarantee agreement from the name listed.

See notes to financial statements.


23


USAA Mutual Funds Trust

  Statement of Assets and Liabilities
March 31, 2021
 

(Amounts in Thousands, Except Per Share Amounts)

    USAA Tax Exempt
Short-Term Fund
 

Assets:

 

Investments, at value (Cost $1,190,011)

 

$

1,218,057

   

Cash

   

3,675

   

Receivables:

 

Dividends and interest

   

7,535

   

Capital shares issued

   

232

   

From Adviser

   

24

   

Prepaid expenses and other assets

   

27

   

Total Assets

   

1,229,550

   

Liabilities:

 

Payables:

 

Distributions

   

169

   

Investments purchased

   

5,009

   

Capital shares redeemed

   

1,021

   

Accrued expenses and other payables:

 

Investment advisory fees

   

346

   

Administration fees

   

155

   

Custodian fees

   

8

   

Transfer agent fees

   

119

   

Compliance fees

   

1

   

Trustees' fees

   

(a)

 
12b-1 fees    

2

   

Other accrued expenses

   

81

   

Total Liabilities

   

6,911

   

Net Assets:

 

Capital

   

1,221,040

   

Total accumulated earnings/(loss)

   

1,599

   

Net Assets

 

$

1,222,639

   

Net Assets

 

Fund Shares

 

$

1,181,011

   

Institutional Shares

   

25,038

   

Class A

   

16,590

   

Total

 

$

1,222,639

   

Shares (unlimited number of shares authorized with no par value):

 

Fund Shares

   

111,085

   

Institutional Shares

   

2,354

   

Class A

   

1,559

   

Total

   

114,998

   

Net asset value, offering and redemption price per share: (b)

 

Fund Shares

 

$

10.63

   

Institutional Shares

 

$

10.64

   

Class A

 

$

10.64

   

Maximum Sales Charge — Class A

   

2.25

%

 
Maximum offering price
(100%/(100%-maximum sales charge) of net asset value adjusted to
the nearest cent) per share — Class A
 

$

10.88

   

(a)  Rounds to less than $1 thousand.

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

See notes to financial statements.


24


USAA Mutual Funds Trust

  Statement of Operations
For the Year Ended March 31, 2021
 

(Amounts in Thousands)

    USAA Tax Exempt
Short-Term Fund
 

Investment Income:

 

Interest

 

$

23,492

   

Total Income

   

23,492

   

Expenses:

 

Investment advisory fees

   

3,745

   

Administration fees — Fund Shares

   

1,818

   

Administration fees — Institutional Shares (a)

   

8

   

Administration fees — Class A

   

24

   

Sub-Administration fees

   

20

   
12b-1 fees — Class A    

40

   

Custodian fees

   

43

   

Transfer agent fees — Fund Shares

   

674

   

Transfer agent fees — Institutional Shares (a)

   

8

   

Transfer agent fees — Class A

   

14

   

Trustees' fees

   

47

   

Compliance fees

   

8

   

Legal and audit fees

   

81

   

State registration and filing fees

   

53

   

Interfund lending fees

   

(b)

 

Other expenses

   

137

   

Total Expenses

   

6,720

   

Expenses waived/reimbursed by Adviser

   

(107

)

 

Net Expenses

   

6,613

   

Net Investment Income (Loss)

   

16,879

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

(332

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

36,891

   

Net realized/unrealized gains (losses) on investments

   

36,559

   

Change in net assets resulting from operations

 

$

53,438

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.


25


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  

    USAA Tax Exempt
Short-Term Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

From Investments:

 

Operations:

 

Net investment income (loss)

 

$

16,879

   

$

25,176

   

Net realized gains (losses) from investments

   

(332

)

   

(2,484

)

 
Net change in unrealized appreciation/depreciation on
investments
   

36,891

     

(17,785

)

 

Change in net assets resulting from operations

   

53,438

     

4,907

   

Distributions to Shareholders:

 

Fund Shares

   

(16,599

)

   

(24,970

)

 

Institutional Shares (a)

   

(106

)

   

   

Class A

   

(181

)

   

(167

)

 

Change in net assets resulting from distributions to shareholders

   

(16,886

)

   

(25,137

)

 

Change in net assets resulting from capital transactions

   

(95,956

)

   

(198,223

)

 

Change in net assets

   

(59,404

)

   

(218,453

)

 

Net Assets:

 

Beginning of period

   

1,282,043

     

1,500,496

   

End of period

 

$

1,222,639

   

$

1,282,043

   

(a)  Institutional Shares commenced operations on June 29, 2020.

(continues on next page)

See notes to financial statements.


26


USAA Mutual Funds Trust

 

Statements of Changes in Net Assets

 

(Amounts in Thousands)  (continued)

    USAA Tax Exempt
Short-Term Fund
 
    Year
Ended
March 31,
2021
  Year
Ended
March 31,
2020
 

Capital Transactions:

 

Fund Shares

 

Proceeds from shares issued

 

$

163,202

   

$

175,721

   

Distributions reinvested

   

13,673

     

19,688

   

Cost of shares redeemed

   

(303,776

)

   

(393,239

)

 

Total Fund Shares

 

$

(126,901

)

 

$

(197,830

)

 

Institutional Shares (a)

 

Proceeds from shares issued

 

$

30,936

   

$

   

Distributions reinvested

   

52

     

   

Cost of shares redeemed

   

(6,031

)

   

   

Total Institutional Shares

 

$

24,957

   

$

   

Class A

 

Proceeds from shares issued

 

$

31,132

   

$

15,776

   

Distributions reinvested

   

163

     

127

   

Cost of shares redeemed

   

(25,307

)

   

(16,296

)

 

Total Class A

 

$

5,988

   

$

(393

)

 

Change in net assets resulting from capital transactions

 

$

(95,956

)

 

$

(198,223

)

 

Share Transactions:

 

Fund Shares

 

Issued

   

15,479

     

16,721

   

Reinvested

   

1,298

     

1,874

   

Redeemed

   

(28,894

)

   

(37,505

)

 

Total Fund Shares

   

(12,117

)

   

(18,910

)

 

Institutional Shares (a)

 

Issued

   

2,918

     

   

Reinvested

   

5

     

   

Redeemed

   

(569

)

   

   

Total Institutional Shares

   

2,354

     

   

Class A

 

Issued

   

2,966

     

1,497

   

Reinvested

   

15

     

12

   

Redeemed

   

(2,403

)

   

(1,548

)

 

Total Class A

   

578

     

(39

)

 

Change in Shares

   

(9,185

)

   

(18,949

)

 

(a)  Institutional Shares commenced operations on June 29, 2020.

See notes to financial statements.


27


USAA Mutual Funds Trust

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

  Distributions to
Shareholders From
 
    Net Asset
Value,
Beginning of
Period
  Net
Investment
Income
(Loss)
  Net Realized
and Unrealized
Gains (Losses)
on Investments
  Total from
Investment
Activities
  Net
Investment
Income
  Total
Distributions
 

USAA Tax Exempt Short-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

10.32

     

0.14

(e)

   

0.31

     

0.45

     

(0.14

)

   

(0.14

)

 
Year Ended
March 31, 2020
 

$

10.48

     

0.19

(e)

   

(0.16

)

   

0.03

     

(0.19

)

   

(0.19

)

 
Year Ended
March 31, 2019
 

$

10.41

     

0.19

     

0.07

     

0.26

     

(0.19

)

   

(0.19

)

 
Year Ended
March 31, 2018
 

$

10.45

     

0.16

     

(0.03

)

   

0.13

     

(0.17

)

   

(0.17

)

 
Year Ended
March 31, 2017
 

$

10.59

     

0.15

     

(0.14

)

   

0.01

     

(0.15

)

   

(0.15

)

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
 

$

10.50

     

0.11

(e)

   

0.14

     

0.25

     

(0.11

)

   

(0.11

)

 

Class A

 
Year Ended
March 31, 2021
 

$

10.34

     

0.12

(e)

   

0.30

     

0.42

     

(0.12

)

   

(0.12

)

 
Year Ended
March 31, 2020
 

$

10.49

     

0.16

(e)

   

(0.15

)

   

0.01

     

(0.16

)

   

(0.16

)

 
Year Ended
March 31, 2019
 

$

10.42

     

0.17

     

0.06

     

0.23

     

(0.16

)

   

(0.16

)

 
Year Ended
March 31, 2018
 

$

10.46

     

0.13

     

(0.03

)

   

0.10

     

(0.14

)

   

(0.14

)

 
Year Ended
March 31, 2017
 

$

10.59

     

0.12

     

(0.13

)

   

(0.01

)

   

(0.12

)

   

(0.12

)

 

*  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the Lipper reported return.

**  For the period beginning July 1, 2019, the amount of any waivers or reimbursements and the amount of any recoupment is calculated without regard to the impact of any performance adjustment to the Fund's management fee.

^  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through June 30, 2023, instead of coinciding with the Fund's fiscal year end. Details of the current contractual expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

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

(b)  Annualized for periods less than one year.

(c)  Reflects total annual operating expenses for reductions of expenses paid indirectly for the March 31 fiscal year ended 2017. Expenses paid indirectly decreased the expense ratio by less than 0.01%.

See notes to financial statements.


28


USAA Mutual Funds Trust

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*(a)
  Net
Expenses**^(b)(c)
  Net
Investment
Income
(Loss)(b)
  Gross
Expenses(b)(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(a)(d)
 

USAA Tax Exempt Short-Term Fund

 

Fund Shares

 
Year Ended
March 31, 2021
 

$

10.63

     

4.42

%

   

0.53

%

   

1.37

%

   

0.54

%

 

$

1,181,011

     

66

%

 
Year Ended
March 31, 2020
 

$

10.32

     

0.23

%

   

0.51

%

   

1.77

%

   

0.51

%

 

$

1,271,899

     

54

%

 
Year Ended
March 31, 2019
 

$

10.48

     

2.52

%

   

0.52

%

   

1.84

%

   

0.52

%

 

$

1,489,789

     

31

%

 
Year Ended
March 31, 2018
 

$

10.41

     

1.21

%

   

0.51

%

   

1.57

%

   

0.51

%

 

$

1,550,994

     

25

%

 
Year Ended
March 31, 2017
 

$

10.45

     

0.09

%

   

0.54

%

   

1.43

%

   

0.54

%

 

$

1,669,691

     

34

%

 

Institutional Shares

 
June 29, 2020 (f)
through
March 31, 2021
 

$

10.64

     

2.39

%

   

0.47

%

   

1.33

%

   

0.69

%

 

$

25,038

     

66

%

 

Class A

 
Year Ended
March 31, 2021
 

$

10.64

     

4.07

%

   

0.76

%

   

1.12

%

   

0.88

%

 

$

16,590

     

66

%

 
Year Ended
March 31, 2020
 

$

10.34

     

0.09

%

   

0.75

%

   

1.54

%

   

0.93

%

 

$

10,144

     

54

%

 
Year Ended
March 31, 2019
 

$

10.49

     

2.27

%

   

0.77

%(g)

   

1.56

%

   

0.92

%

 

$

10,707

     

31

%

 
Year Ended
March 31, 2018
 

$

10.42

     

0.91

%

   

0.80

%

   

1.27

%

   

0.83

%

 

$

11,349

     

25

%

 
Year Ended
March 31, 2017
 

$

10.46

     

(0.08

)%

   

0.80

%

   

1.16

%

   

0.81

%

 

$

32,191

     

34

%

 

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

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

(f)  Commencement of operations.

(g)  Prior to August 1, 2018, USAA Asset Management Company ("AMCO") (previous Investment Adviser) had voluntarily agreed to limit the annual expenses of Class A to 0.80% of Class A average daily net assets.

See notes to financial statements.


29


USAA Mutual Funds Trust

  Notes to Financial Statements
March 31, 2021
 

1. Organization:

USAA Mutual Funds Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company. The Trust is comprised of 46 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value.

The accompanying financial statements are those of the USAA Tax Exempt Short-Term Fund (the "Fund"). The Fund offers three classes of shares: Fund Shares, Institutional Shares and Class A. The Fund is classified as diversified under the 1940 Act.

Effective June 29, 2020, the Institutional Shares commenced operations and the Fund's Adviser Shares were redesignated Class A and became subject to a front-end sales charge.

The Board of Trustees of USAA Mutual Funds Trust has approved the addition of Class Z for the Fund. This new share class was effective February 5, 2021, but has not yet been funded. Class Z is only available to participants in certain eligible separately managed accounts (also referred to as wrap fee programs) and other advisory clients of the Fund's Adviser or its affiliates that are subject to a separate contractual fee for investment management services. The Adviser has contractually agreed to waive its management fee and/or reimburse expenses so that the total annual operating expenses (excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, capitalized expenses, and other extraordinary expenses) do not exceed 0.00% of the Fund's Class Z shares for an indefinite term.

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

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

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


30


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

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

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

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

Debt securities of United States ("U.S.") issuers, along with corporate and municipal securities, including short-term investments maturing in 60 days or less, may be valued using evaluated bid or the last sales price to price securities by dealers or an independent pricing service approved by the Board. These valuations are typically categorized as Level 2 in the fair value hierarchy.

In the event that price quotations or valuations are not readily available, are not reflective of market value, or a significant event has been recognized in relation to a security or class of securities, the securities are valued in good faith by the Committee in accordance with valuation procedures approved by the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy, based on the observability of inputs used to determine the fair value. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's net asset value ("NAV") to be more reliable than it otherwise would be.

A summary of the valuations as of March 31, 2021, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

   

Level 1

 

Level 2

 

Level 3

 

Total

 

Common Stocks

 

$

1,244

   

$

   

$

   

$

1,244

   

Municipal Bonds

   

     

1,214,334

     

2,479

     

1,216,813

   

Total

 

$

1,244

   

$

1,214,334

   

$

2,479

   

$

1,218,057

   

For the year ended March 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.

Securities Purchased on a Delayed-Delivery or When-Issued Basis:

The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or when-issued basis, the Fund records the transaction and reflects the value of the security in determining NAV. No interest accrues to the Fund until the transaction settles and payment takes place. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or when-issued securities, these values are included in Payable for investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.


31


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

Municipal Obligations:

The values of municipal obligations can fluctuate and may be affected by adverse tax, legislative, or political changes, and by financial developments affecting municipal issuers. Payment of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Below-Investment-Grade Securities:

The Fund may invest in below-investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discount. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Federal Income Taxes:

It is the Fund's policy to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of March 31.

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

Allocations:

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

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

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are


32


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended March 31, 2021, the Fund engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses) (amounts in thousands):

Purchases  

Sales

  Realized
Gains (Losses)
 
$

234,015

   

$

129,175

   

$

   

Fees Paid Indirectly:

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as Fees paid indirectly.

3. Purchases and Sales:

Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the year ended March 31, 2021, were as follows for the Fund (amounts in thousands):

    Excluding
U.S. Government Securities
 
   

Purchases

 

Sales

 
       

$

781,994

   

$

830,845

   

There were no purchases or sales of U.S. government securities during the year ended March 31, 2021

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive a base fee and a performance adjustment. The Fund's base fee is accrued daily and paid monthly at an annualized rate of 0.28% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended March 31, 2021, are reflected on the Statement of Operations as Investment Advisory fees.

On November 6, 2018, United Services Automobile Association ("USAA"), the parent company of USAA Asset Management Company ("AMCO"), the prior investment adviser to the Fund announced that AMCO would be acquired by Victory Capital Holdings Inc. (the "Transaction"). A special shareholder meeting was held on April 18, 2019, at which shareholders of the Fund approved a new investment advisory agreement between the Trust, on behalf of the Fund, and VCM. The Transaction closed on July 1, 2019 and effective July 1, 2019, no performance adjustments were made for the period beginning July 1, 2019, through June 30, 2020. Only performance beginning as of July 1, 2019, and thereafter is utilized in calculating future performance adjustments.

The performance adjustment for each share class is accrued daily and calculated monthly by comparing each class' performance to that of the Lipper Short Municipal Debt Funds Index. The Lipper Short Municipal Debt Funds Index tracks the total return performance of each class within the Lipper Short Municipal Debt Funds category.


33


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

The performance period for each share class consists of the current month plus the previous 35 months (or the number of months beginning July 1, 2019, if fewer). The following table is utilized to determine the extent of the performance adjustment:

    Over/Under Performance Relative to Index
(in basis points)(a)
  Annual Adjustment Rate
(in basis points)(a)
 
   

+/- 20 to 50

 

+/- 4

 
   

+/- 51 to 100

 

+/- 5

 
   

+/- 101 and greater

 

+/- 6

 

(a) Based on the difference between average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point. Average daily net assets of the share class are calculated over a rolling 36-month period.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of each respective class over the entire performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance), or subtracted from (in the case of underperformance) the base fee.

Under the performance fee arrangement, each class pays a positive performance fee adjustment for a performance period whenever the class outperforms the Lipper Short Municipal Debt Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period July 1, 2020 to March 31, 2021, performance fees were $283, less than $1 and $2 for Fund Shares, Institutional Shares and Class A, in thousands, respectively. Performance adjustments were 0.02%, less than 0.01%, and 0.01% for Fund Shares, Institutional Shares, and Class A, respectively.

The Trust relies on an exemptive order granted to VCM and its affiliated funds by the SEC in March 2019 permitting the use of a "manager-of-managers" structure for certain funds. Under a manager-of-managers structure, the investment adviser may select (with approval of the Board and without shareholder approval) one or more subadvisers to manage the day-to-day investment of a fund's assets. For the year ended March 31, 2021, the Fund had no subadvisors.

Administration and Servicing Fees:

VCM serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.15%, 0.10%, and 0.15% of average daily net assets, of the Fund Shares, Institutional Shares, and Class A, respectively. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Administration fees.

The Fund (as part of the Trust) has entered into an agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. Funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Compliance fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses


34


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

specifically allocated to the Fund. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Fund. VCTA provides transfer agent services to the Fund Shares based on an annual charge of $25.50 per shareholder account plus out-of-pocket expenses. VCTA pays a portion of these fees to certain intermediaries for the administration and servicing of accounts that are held with such intermediaries. Transfer agent's fees are accrued daily and paid monthly at an annualized rate of 0.10% and 0.10% of average daily net assets of the Institutional Shares and Class A, respectively, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as Transfer Agent fees.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Fund pursuant to a Sub-Transfer Agent Agreement between VCTA and FIS Investor Services LLC. VCTA provides FIS Investor Services LLC a fee for providing these services.

Distributor/Underwriting Services:

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.

Pursuant to the Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of up to 0.25% of the average daily net assets of Class A. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activity primarily intended to result in the sale of Class A of the Fund. Amounts incurred and paid to VCTA for the year ended March 31, 2021, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions on sales of Class A. For the year ended March 31, 2021, the Distributor received less than $1 thousand from commissions earned on sales of Class A.

Other Fees:

Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended March 31, 2021, are reflected on the Statement of Operations as Custodian fees.

K&L Gates LLP provides legal services to the Trust.

The Adviser has entered into an expense limitation agreement with the Fund until at least June 30, 2023. Under the terms of the agreement for Fund Shares, Institutional Shares, and Class A, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limits. As of March 31, 2021, the expense limits (excluding voluntary waivers) were 0.51%, 0.47%, and 0.75% for Fund Shares, Institutional Shares, and Class A shares, respectively.

Under the terms of the expense limitation agreement, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.


35


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

As of March 31, 2021, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at March 31, 2021.

Expires
March 31, 2023
  Expires
March 31, 2024
 

Total

 
$

10

   

$

107

   

$

117

   

The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended March 31, 2021.

Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, administrator, sub-administrator, sub-fund accountant, custodian, and Distributor.

5. Risks:

The Fund may be subject to other risks in addition to these identified risks.

Geopolitical/Natural Disaster Risk — Global economies and financial markets are increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely affect issuers in another country or region. Geopolitical and other risks, including war, terrorism, trade disputes, political or economic dysfunction within some nations, public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods, may add to instability in world economies and markets generally. Changes in trade policies and international trade agreements could affect the economies of many countries in unpredictable ways. Likewise, systemic market dislocations of the kind that occurred during the financial crisis that began in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund's investments. Some countries, including the United States, are adopting more protectionist trade policies and moving away from the tighter financial industry regulations that followed the 2008 financial crisis, which may also affect the value of a Fund's investments.

Political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could negatively affect the U.S. economy, decrease the value of a Fund's investments, increase uncertainty in or impair the operation of the U.S. or other securities markets and degrade investor and consumer confidence, perhaps suddenly and to a significant degree.

An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

Credit Risk — The fixed-income securities held in the Fund's portfolio are subject to credit risk, which is the possibility that an issuer of a fixed-income security will fail to make timely interest and/or principal payments on its securities or that negative market perceptions of the issuer's ability to make


36


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

such payments will cause the price of that security to decline. The Fund accepts some credit risk as a recognized means to enhance an investor's return. All fixed-income securities, varying from the highest quality to the very speculative, have some degree of credit risk.

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations.

Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Interest Rate Risk — The Fund is subject to the risk that the market value of the bonds in its portfolio will fluctuate because of changes in interest rates, changes in the supply of and demand for tax-exempt securities, and other market factors. Bond prices generally are linked to the prevailing market interest rates. In general, when interest rates rise, bond prices fall; conversely, when interest rates fall, bond prices rise. The price volatility of a bond also depends on its duration. Generally, the longer the duration of a bond, the greater is its sensitivity to interest rates. To compensate investors for this higher interest rate risk, bonds with longer durations generally offer higher yields than bonds with shorter durations. The ability of an issuer of a debt security to repay principal prior to a security's maturity can increase the security's sensitivity to interest rate changes.

Decisions by the U.S. Federal Reserve (also known as the "Fed") regarding interest rate and monetary policy, which can be difficult to predict and sometimes change direction suddenly in response to economic and market events, can have a significant effect on the value of fixed-income securities as well as the overall strength of the U.S. economy. Precise interest rate predictions are difficult to make, and interest rates may change unexpectedly and dramatically in response to extreme changes in market or economic conditions. As a result, the value of fixed-income securities may vary widely under certain market conditions.

LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021, it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023, (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, or any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency


37


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended March 31, 2021, the Victory Funds Complex participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended March 31, 2021, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank also received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.

The Fund had no borrowings under the Line of Credit agreement during the year ended March 31, 2021.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund during the year ended March 31, 2021 were as follows (amounts in thousands):

Borrower or
Lender
  Amount
Outstanding at
March 31, 2021
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Borrower  

$

   

$

1,577

     

1

     

0.64

%

 

$

1,577

   

*  For the year ended March 31, 2021, based on the number of days borrowings were outstanding.


38


USAA Mutual Funds Trust

  Notes to Financial Statements — continued
March 31, 2021
 

7. Federal Income Tax Information:

Distributions from the Fund's net investment income are accrued daily and distributed on the last business day of each month. Distributable net realized gains, if any, are declared and paid at least annually.

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

As of March 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.

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

   

Year Ended March 31, 2021

 

Year Ended March 31, 2020

 

  Distributions
paid from
      Distributions
paid from
     
 
 
 
  Tax-Exempt
Income
  Total
Distributions
Paid
  Tax-Exempt
Income
  Total
Distributions
Paid
 

 

 

$

16.886

   

$

16,886

   

$

25,137

   

$

25,137

   

As of March 31, 2021, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed
Tax-Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other
(Losses)
  Unrealized
Appreciation
(Depreciation)
  Total
Accumulated
Earnings
(Loss)
 
$

1,208

   

$

(1,234

)

 

$

(26

)

 

$

(26,421

)

 

$

28,046

   

$

1,599

   

As of March 31, 2021, the Fund had net capital loss carryforwards as shown in the table below (amounts in thousands). It is unlikely that the Board will authorize a distribution of capital gains realized in the future until the capital loss carryforwards have been used.

Short-Term Amount  

Long-Term Amount

 

Total

 
$

2,151

   

$

24,270

   

$

26,421

   

As of March 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of
Investments
for Federal
Tax Purposes
  Gross
Unrealized
Appreciation
  Gross
Unrealized
Depreciation
  Net Unrealized
Appreciation
(Depreciation)
 
$

1,190,011

   

$

32,961

   

$

(4,915

)

 

$

28,046

   


39


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Tax Exempt Short-Term Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Tax Exempt Short-Term Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of March 31, 2021, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust's internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2021, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

We have served as the auditor of one or more Victory Capital investment companies since 1995.

San Antonio, Texas
May 26, 2021


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Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the state of Delaware. There are currently nine Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 46 portfolios in the Trust. Each Trustee's address is 15935 La Cantera Pkwy, San Antonio, TX, 78256. Pursuant to a policy adopted by the Board, the term of office for each Trustee shall be until the Independent Trustee reaches age 75 or an Interested Trustee reaches age 75. The Board may change or grant exceptions from this policy at any time without shareholder approval. A Trustee may resign or be removed by a vote of the other Trustees or the holders of a majority of the outstanding shares of the Trust at any time. Vacancies on the Board can be filled by the action of a majority of the Trustees, provided that after filling such vacancy at least two-thirds of the Trustees have been elected by the shareholders.

Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Independent Trustees.

 
Jefferson C. Boyce, (c)
Born September 1957
 

Independent Chairman

 

2021

 

Senior Managing Director, New York Life Investments, LLC (1992-2012)

 

Westhab, Inc.

 
John C. Walters,
Born February 1962
 

Trustee

 

2019

 

Retired. Mr. Walters brings significant Board experience including active involvement with the board of a Fortune 500 company, and a proven record of leading large, complex financial organizations. He has a demonstrated record of success in distribution, manufacturing, investment brokerage, and investment management in both the retail and institutional investment businesses. He has substantial experience in the investment management business with a demonstrated ability to develop and drive strategy while managing operation, financial, and investment risk.

 

Guardian Variable Products Trust (16 series), Lead Independent Director; Amerilife Holdings LLC, Director; Stadion Money Management; Director; University of North Carolina (Chapel Hill), Member Board of Governors

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Robert L. Mason, Ph.D.,
Born July 1946
 

Trustee

 

1997

 

Adjunct Professor in the Department of Management Science and Statistics in the College of Business at the University of Texas at San Antonio (since 2001); Institute Analyst, Southwest Research Institute (March 2002-January 2016)

 

None

 
Dawn M. Hawley,
Born February 1954
 

Trustee

 

2014

 

Manager of Finance, Menil Foundation, Inc. (May 2007-June 2011), which is a private foundation that oversees the assemblage of sculptures, prints, drawings, photographs, and rare books. Director of Financial Planning and Analysis and Chief Financial Officer, AIM Management Group, Inc. (October 1987-January 2006)

 

None

 
Paul L. McNamara,
Born July 1948
 

Trustee

 

2012

 

Director, Cantor Opportunistic Alternatives Fund, LLC (March 2010-February 2014), which is a closed-end fund of funds by Cantor Fitzgerald Investment Advisors, LLC

 

None

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Richard Y. Newton III,
Born January 1956
 

Trustee

 

2017

 

Director, Elta North America (01/18-present), which is a global leader in the design, manufacture, and support of innovative electronic systems in the ground, maritime, airborne, and security domains for the nation's warfighters, security personnel, and first responders; Managing Partner, Pioneer Partnership Development Group (December 2015-present)); Executive Director, The Union League Club of New York (June 2014-November 2015): Executive Vice President, Air Force Association (August 2012-May 2014); Lieutenant General, United States Air Force (January 2008-June 2012)

 

PredaSAR Corp.

 
Barbara B. Ostdiek, Ph.D.,
Born March 1964
 

Trustee

 

2008

 

Senior Associate Dean of Degree Programs at Jesse H. Jones Graduate School of Business at Rice University (since 2013); Associate Professor of Finance at Jessie H. Jones Graduate School of Business at Rice University (since 2001)

 

None

 
Michael F. Reimherr, (a)
Born August 1945
 

Trustee

 

2000

 

President of Reimherr Business Consulting (May 1995-December 2017); St. Mary's University Investment Committee overseeing University Endowment (since 2014)

 

None

 

(a)  Effective at the close of business on December 31, 2020, Michael F. Reimherr retired from the Board of Trustees.


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 

Interested Trustees.

 
David C. Brown, (b)
Born May 1972
 

Trustee

 

2019

 

Chairman and Chief Executive Officer (since 2013), Victory Capital Management Inc.; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). Mr. Brown brings to the Board extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including his tenure overseeing the strategic direction as CEO of Victory Capital. These skills, combined with Mr. Brown's extensive knowledge of the financial services industry and demonstrated success in the development and distribution of investment strategies and products, enable him to provide valuable insights to the Board and strategic direction for the Funds.

 

Trustee, Victory Portfolios (41 series), Victory Portfolios II (26 series), Victory Variable Insurance Funds (8 series)

 


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Name and Date of Birth

  Position
Held with
the Trust
  Year
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
Daniel S. McNamara, (b)(c)
Born June 1966
 

Trustee

 

2012

 

Trustee, President, and Vice Chairman of USAA ETF Trust (June 2017-June 2019); President of Financial Advice & Solutions Group (FASG), USAA (February 2013-March 2021); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management) (September 2009-March 2021); President, Asset Management Company (AMCO) (August, 2011-June 2019); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (April 2011-March 2021); Chairman of Board of ISCO (April 2013-December 2020); Director of AMCO (August 2011-June 2019); President and Director of USAA Shareholder Account Services (SAS) (October 2009-June 2019); Director and Vice Chairman of FPS (December 2013-March 2021); President and Director of USAA Investment Corporation (ICORP) (March 2010-March 2021); Chairman of Board of ICORP (December 2013-March 2021); Director of USAA Financial Advisors, Inc. (FAI) (December 2013-March 2021); Chairman of Board of FAI (March 2015-March 2021). Mr. McNamara brings to the Board extensive experience in the financial services industry, including experience as an officer of the Trust.

 

None

 

(b)  Mr. Dan McNamara, the Chairman of the Board, is deemed an "interested person" due to his previous position as Director of AMCO, the former investment adviser of the Funds. Mr. Brown is deemed an "interested person" due to his position as Chief Executive Officer of Victory Capital, investment adviser to the Funds.

(c)  Effective at the close of business on December 31, 2020, Jefferson C. Boyce replaced Dan McNamara as Chair of the Board and assumed the title of Independent Chair.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, on the SEC's website at www.sec.gov and/or by calling (800)-235-8396.


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Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 15935 La Cantera Pkwy, San Antonio, TX, 78256. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Date of Birth

  Position with
the Trust
  Year
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Interested Officers.

Christopher K. Dyer,
Born February 1962
 

President

 

2019

 

Director of Fund Administration, Victory Capital (since 2004); Chief Operating Officer, Victory Capital Services, Inc. (since 2020)

 
Scott A Stahorsky,
Born July 1969
 

Vice President

 

2019

 

Manager, Fund Administration, Victory Capital (since 2015)

 
James K. De Vries,
Born April 1969
 

Treasurer

 

2018

 

Executive Director, Victory Capital Management Inc. (since 2019); Treasurer, USAA ETF Trust (September 2018-June 2019); Executive Director, Investment and Financial Administration, USAA (April 2012-June 2019); Assistant Treasurer, USAA ETF Trust (June 2017-September 2018); Assistant Treasurer, USAA Mutual Funds Trust (December 2013-February 2018)

 
Allan Shaer,
Born March 1965
 

Assistant Treasurer

 

2019

 

Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016)

 
Carol D. Trevino,
Born October 1965
 

Assistant Treasurer

 

2018

 

Director, Accounting and Finance, Victory Capital Management Inc. (since 2019); Accounting/Financial Director, USAA (December 2013-June 2019); Assistant Treasurer, USAA ETF Trust (September 2018-June 2019)

 
Erin G. Wagner,
Born February 1974
 

Secretary

 

2019

 

Deputy General Counsel, the Adviser (since 2013)

 
Charles Booth,
Born April 1960
 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

2019

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. (since 2007)

 
Amy Campos,
Born July 1976
 

Chief Compliance Officer

 

2019

 

Chief Compliance Officer, USAA Mutual Funds Trust (since 2019); Executive Director, Deputy Chief Compliance Officer, USAA Mutual Funds Trust and USAA ETF Trust (July 2017-June 2019); Compliance Director, USAA Mutual Funds Trust (2014-July 2017)

 


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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (800) 235-8396. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2020 through March 31, 2021.

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

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

Please note the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Ending
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20 -
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,014.00

   

$

1,022.19

   

$

2.76

   

$

2.77

     

0.55

%

 

Institutional Shares

   

1,000.00

     

1,014.30

     

1,022.59

     

2.36

     

2.37

     

0.47

%

 

Class A

   

1,000.00

     

1,011.90

     

1,021.09

     

3.86

     

3.88

     

0.77

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


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March 31, 2021
 

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For the period October 1, 2020 to March 31, 2021, performance adjustments were applied to the Fund. The annualized expense ratios of 0.55% and 0.77% for the Fund Shares and Class A, respectively, as represented in the table above, reflect these adjustments. The values in the table below reflect your costs (in dollars) of investing in the Fund, had these adjustments not been applied for the six month period ended March 31, 2021.

  Beginning
Account
Value
10/1/20
  Actual
Ending
Account
Value
3/31/21
  Hypothetical
Account
Value
3/31/21
  Actual
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Hypothetical
Expenses
Paid
During
Period
10/1/20-
3/31/21*
  Annualized
Expense
Ratio
During
Period
10/1/20-
3/31/21
 

Fund Shares

 

$

1,000.00

   

$

1,014.00

   

$

1,022.39

   

$

2.56

   

$

2.57

     

0.51

%

 

Class A

   

1,000.00

     

1,011.90

     

1,021.19

     

3.76

     

3.78

     

0.75

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended March 31, 2021, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January 2022.

With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended March 31, 2021 (amounts in thousands):


  Tax Exempt
Income
 
       

$

16,886

   


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Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Tax Exempt Short-Term Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") held on December 10-11, 2020, the Board, including the Trustees who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) of the Trust (the "Independent Trustees"), approved for an annual period the continuance of the Investment Advisory Agreement (the "Advisory Agreement") between the Trust and Victory Capital Management Inc. (the "Adviser") with respect to the Fund. Prior to the December 10-11, 2020, meeting, at which the Advisory Agreement was approved, the Independent Trustees also discussed and considered information regarding the proposed continuation of the Advisory Agreement at a meeting held on November 19, 2020.

In advance of the foregoing meetings, the Trustees received and considered a variety of information relating to the Advisory Agreement and the Adviser, and were given the opportunity to ask questions and request additional information from management. The information provided to the Board included, among other things: (i) a separate report prepared by an independent third party of mutual fund data, which provided a statistical analysis comparing the Fund's investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Fund, as well as information regarding the Adviser's revenues and costs of providing services to the Fund and compensation paid to affiliates of the Adviser; and (iii) information about the Adviser's operations and personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Advisory Agreement with management and with experienced independent counsel retained by the Independent Trustees ("Independent Counsel") and received materials from such Independent Counsel discussing the legal standards for their consideration of the proposed continuation of the Advisory Agreement with respect to the Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to the Fund in private sessions with Independent Counsel at which no representatives of management were present.

At each regularly scheduled meeting of the Board and its committees, the Board receives and reviews, among other things, information concerning the Fund's performance and related services provided by the Adviser. At the meeting at which the renewal of the Advisory Agreement is considered, particular focus is given to information concerning Fund performance, fees and total expenses as compared to comparable investment companies, and the Adviser's profitability with respect to the Fund. However, the Board noted that the evaluation process with respect to the Adviser is an ongoing one. In this regard, the Board's and its committees' consideration of the Advisory Agreement included information previously received at such meetings.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement. In approving the Advisory Agreement, the Trustees did not identify any single factor as controlling, and each Trustee may have attributed different weights to various factors. Throughout their deliberations, the Independent Trustees were represented and assisted by Independent Counsel.

Nature, Extent, and Quality of Services — In considering the nature, extent, and quality of the services provided by the Adviser under the Advisory Agreement, the Board reviewed information provided by the Adviser relating to its operations and personnel. The Board also took into account its knowledge of the Adviser's management and the quality of the performance of the Adviser's duties through Board meetings, discussions, and reports during the preceding year. The Board considered the fees paid to the Adviser and the services provided to the Fund by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Fund, the Adviser and its affiliates provide administrative services, shareholder services, oversight of Fund accounting, marketing services, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.

The Board considered the scope of services provided by, and the undertakings required of, the Adviser in connection with those services, including, among other things, maintaining (i) its own and the Fund's compliance programs, (ii) risk management programs, (iii) liquidity risk management programs, and (iv) cybersecurity


50


USAA Mutual Funds Trust

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March 31, 2021
 

  (Unaudited)

programs, each of which had expanded over time as a result of regulatory, market, and other developments. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including investment, operational, enterprise, litigation, regulatory and compliance risks.

The Board considered the Adviser's management style and the performance of the Adviser's duties under the Advisory Agreement. The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of its senior and investment personnel, as well as current staffing levels. The allocation of the Fund's brokerage, including the Adviser's process for monitoring "best execution," also was considered. The Adviser's role in coordinating the activities of the Fund's other service providers was also considered. The Board also considered the Adviser's risk management processes. The Board considered the Adviser's financial condition and that it had the financial wherewithal to continue to provide the same scope and high quality of services under the Advisory Agreement. In reviewing the Advisory Agreement, the Board focused on the experience, resources, and strengths of the Adviser and its affiliates in managing the Fund, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting. The Trustees, guided also by information obtained from their experiences as trustees of the Trust, also focused on the quality of the Adviser's compliance and administrative staff.

Expenses and Performance — In connection with its consideration of the Advisory Agreement, the Board evaluated the Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Fund as determined by the independent third party in its report. The Fund's expenses were compared to (i) a group of investment companies chosen by the independent third party to be comparable to the Fund based upon certain factors, including fund type, comparability of investment objective and classification, sales load type, asset size, and expense components (the "expense group") and (ii) a larger group of investment companies with the same investment classification/objective as the Fund regardless of asset size, excluding outliers (the "expense universe"). Among other data, the Board noted that the Fund's management fee rate—which includes advisory and administrative services and the effects of any performance adjustment1, as well as any fee waivers and reimbursements—was below the median of its expense group and above the median of its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for the Fund. The Board took into account the various other services provided to the Fund by the Adviser and its affiliates, and noted the high quality of services received by the Fund.

In considering the Fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the Fund's performance results. The Trustees also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory Agreement, including, among other information, a comparison of the Fund's average annual total returns relative to its Lipper index and other mutual funds deemed to be in its peer group by the independent third party in its report (the "performance universe"). The Fund's performance universe consisted of the Fund and all retail and institutional open-end investment companies with the same classification/objective as the Fund regardless of asset size or primary channel of distribution. This comparison indicated that, among other data, the Fund's performance was above the average of its performance universe and its Lipper index for the one-, three-, five-, and ten-year periods ended September 30, 2020.

Compensation and Profitability — The Board took into consideration the level and method of computing the management fee. The information considered by the Board included operating profit margin information for the Adviser's business as a whole. The Board also received and considered profitability information related to the management revenues from the Fund. This information included a review of the methodology used in the allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser waived a portion of its management fees and/or reimbursed certain expenses with respect

1  The Adviser has agreed that no performance adjustment (positive or negative) would be made to the amount payable to the Adviser from July 1, 2019, through June 30, 2020.


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to the Fund. The Trustees reviewed the profitability of the Adviser's relationship with the Fund before tax expenses. The Board was also provided with a profitability analysis of other publicly traded asset managers prepared by an independent information service. In reviewing the overall profitability of the management fee to the Adviser, the Board also considered the fact that the Adviser and its affiliates provide shareholder servicing and administrative services to the Fund for which they receive compensation. The Board also considered the possible direct and indirect benefits to the Adviser from its relationship with the Trust, including that the Adviser may derive reputational and other benefits from its association with the Fund. The Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the Fund and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — The Board considered whether there should be changes in the management fee rate or structure in order to enable the Fund to participate in any economies of scale. The Board also considered the fee waiver and expense reimbursement arrangements by the Adviser. The Board also considered the effect of the Fund's change in size, if any, on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than expenses. The Board determined that the current investment management fee structure was reasonable.

Conclusions — The Board reached the following conclusions regarding the Fund's Advisory Agreement with the Adviser: (i) the Adviser has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Adviser maintains an appropriate compliance program; (iii) the overall performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices; (iv) the Fund's advisory expenses are reasonable in relation to those of similar funds and to the services to be provided by the Adviser; and (v) the Adviser's and its affiliates' level of profitability from their relationship with the Fund is reasonable in light of the nature and high quality of services provided by the Adviser and the type of fund. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of the Fund and its shareholders.


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Liquidity Risk Management Program:

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

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

At a virtual video conference meeting held on March 10, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments reasonably expected to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a Highly Liquid Investment Minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.


53


Privacy Policy

Protecting the Privacy of Information

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

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

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

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


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

Visit our website at:

 

Call

 

vcm.com

   

(800

) 235-8396

 

40856-0521


  

Item 2. Code of Ethics.

 

(a)The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics in included as an Exhibit.
(b)During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; on July 1, 2019, the Board of Trustees of USAA Mutual Funds Trust approved a Code of Ethics ("Sarbanes Code") applicable solely to its senior financial officers, including its principal executive officer (President), as defined under the Sarbanes-Oxley Act of 2002 and implementing regulations of the Securities and Exchange Commission. A copy of the Sarbanes Code is attached as an Exhibit to this Form N-CSR.

 

No waivers (explicit or implicit) have been granted from a provision of the Sarbanes Code.

  

Item 3. Audit Committee Financial Expert.

 

(a)(1) The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial experts are Dr. Barbara B. Ostdiek, Ph.D. and Dawn M. Hawley, who are “independent” for purposes of this Item 3 of Form N-CSR.

 

Dr. Ostdiek has served as an Associate Professor of Management at Rice University since 2001. Dr. Ostdiek also has served as an Academic Director at El Paso Corporation Finance Center since 2002. Ms. Hawley was Chief Financial Officer, Director of Financial Planning and Analysis for AIM Management Group Inc. from October 1987 through January 2006 and was Manager of Finance at Menil Foundation, Inc. from May 2007 through June 2011. Each of Dr. Ostdiek and Ms. Hawley is an independent trustee who serves as a member of the Audit and Compliance Committee, Investments Committee, Product Management and Distribution Committee, and the Corporate Governance Committee of the Board of Trustees of USAA Mutual Funds Trust.

 

 

 

 

Item 4. Principal Accountant Fees and Services.

 

   2021   2020 
(a) Audit Fees (1)  $                311,132   $195,700 
(b) Audit-Related Fees (2)   -    - 
(c) Tax Fees (3)   -    2,174 
(d) All Other Fees (4)   -    - 

 

(1) Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Ernst & Young LLP for statutory and regulatory filings.

 

(2) For the fiscal years ended March 31, 2021 and March 31, 2020, there were no audit-related fees billed by Ernst & Young LLP to the Registrant.

 

(3) Represents the aggregate tax fee billed for professional services rendered by Ernst & Young LLP for assistance with PFIC Analyzer Service and tax consulting services.

 

(4) For the fiscal years ended March 31, 2021 and March 31, 2020, there were no other fees billed by Ernst & Young LLP to the Registrant.

 

(e)(1) All audit and non-audit services to be performed for the Registrant by Ernst & Young LLP must be pre-approved by the Audit and Compliance Committee. The Audit and Compliance Committee Charter also permits the Chair of the Audit and Compliance Committee to pre-approve any permissible non-audit service that must be commenced prior to a scheduled meeting of the Audit and Compliance Committee. All non-audit services were pre-approved by the Audit and Compliance Committee or its Chair, consistent with the Audit and Compliance Committee's preapproval procedures.

 

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

 

(f) Not applicable.

 

(g) Aggregate non-audit fees for services rendered to the:

 

   Registrant   Adviser 
2021  $-   $123,784 
2020  $2,174   $209,662 

 

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, USAA Asset Management Company (AMCO) and its affiliate, USAA Investment Management Company (IMCO); and the Funds' transfer agent, Victory Capital Transfer Agency Inc. and prior transfer agent, USAA Shareholder Account Services (SAS), which includes aggregate fees accrued or paid to Ernst & Young, LLP for professional services rendered related to the annual study of internal controls of the transfer agent for fiscal years listed above. All services were preapproved by the Audit Committee.

 

Effective July 1, 2019, AMCO, the prior investment adviser to the Funds, and SAS, the prior transfer agent to the Funds, were acquired by Victory Capital Holdings, Inc. Effective July 1, 2019, Victory Capital Management Inc. is the new investment adviser and administrator to the Funds; SAS was renamed Victory Capital Transfer Agency, Inc. and is the new transfer agent to the Funds.

 

Ernst & Young LLP provided non-audit services to AMCO and IMCO in 2020 and also provided certain tax services to Victory Capital Holdings, Inc. in 2019 that were not required to be pre-approved by the Registrant's Audit and Compliance Committee because the services were not directly related to the operations of the Registrant's Funds. The Board of Trustees will consider Ernst & Young LLP's independence and will consider whether the provision of these non-audit services to AMCO is compatible with maintaining Ernst & Young LLP's independence.

 

 

 

 

Item 5.Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6.Investments.

 

(a) Not applicable.

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

  

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

The Corporate Governance Committee selects and nominates candidates for membership on the Board as independent trustees. The Corporate Governance Committee has adopted procedures to consider Board candidates suggested by shareholders. The procedures are initiated by the receipt of nominations submitted by a fund shareholder sent to Board member(s) at the address specified in fund disclosure documents or as received by the Adviser or a fund officer. Any recommendations for a nomination by a shareholder, to be considered by the Board, must include at least the following information: name; date of birth; contact information; education; business profession and other expertise; affiliations; experience relating to serving on the Board; and references. The Corporate Governance Committee gives shareholder recommendations the same consideration as any other candidate.

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Not applicable.

 

Item 13. Exhibits.

 

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are attached hereto.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) USAA Mutual Fund Trust  

 

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

 

Date June 2, 2021  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Christopher K. Dyer  
  Christopher K. Dyer, Principal Executive Officer  

 

Date June 2, 2021  

 

By (Signature and Title)* /s/ James K. De Vries  
  James K. De Vries, Principal Financial Officer  

 

Date June 2, 2021