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, 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: December 31

Date of reporting period: December 31, 2022

Item 1. Reports to Stockholders.

DECEMBER 31, 2022

Annual Report

USAA Target Retirement Income Fund

USAA Target Retirement 2030 Fund

USAA Target Retirement 2040 Fund

USAA Target Retirement 2050 Fund

USAA Target Retirement 2060 Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, 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)	11
Schedules of Portfolio Investments	16
Financial Statements
Statements of Assets and Liabilities	23
Statements of Operations	25
Statements of Changes in Net Assets	27
Financial Highlights	29
Notes to Financial Statements	34
Report of Independent Registered Public Accounting Firm	51
Supplemental Information (Unaudited)	52
Trustee and Officer Information	52
Proxy Voting and Portfolio Holdings Information	58
Expense Examples	58
Additional Federal Income Tax Information	59
Advisory Contract Approval	60
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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA Target Retirement Series

Managers' Commentary

(Unaudited)

•  What were the market conditions over the reporting period?

At the beginning of the reporting period, the Russian invasion of Ukraine in February of 2022 added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish U.S. Federal Reserve (the "Fed"), and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500^® Index also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets remained focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

The second quarter of 2022 saw continued pressure on stocks and bonds. The Fed's hawkish pivot, which started in the fourth quarter of 2021 continued to put pressure on equity multiples, especially for long-duration growth stocks. With inflation readings hitting four-decade highs, the Fed now faced an increasingly difficult task of implementing policy strong enough to tame inflation and provide a "soft landing" for the economy, while not being too aggressive and tilting the economy into recession. This risk contributed to the heightened stock market volatility, in addition to mounting COVID-19 related lockdowns in China, rising oil prices, and the ongoing conflict between Russia and the Ukraine.

In the third quarter, global equities declined, continuing the downward trend from the first half of 2022. The quarter began with a rally that continued into mid-August, on hopes that the Fed would pivot toward a more accommodative policy. However, messaging from the Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding a recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global Equities rebounded in the fourth quarter, trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from the Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 bps in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

4

USAA Target Retirement Series

Managers' Commentary (continued)

•  How did the USAA Target Retirement Funds (the "Funds") perform during the reporting period?

Each Fund's investment objective is to provide capital appreciation and current income consistent with its current investment allocation. For the year ended December 31, 2022, the total return for each of the Funds is shown below, along with the return(s) of the relevant benchmark index(es):

	USAA Target Retirement Funds			S&P Target Date Indices			MSCI All Country World Index
USAA Target Retirement Income Fund		–10.64	%		–11.17	%		—
USAA Target Retirement 2030 Fund		–13.53	%		–13.96	%		—
USAA Target Retirement 2040 Fund		–15.15	%		–15.56	%		—
USAA Target Retirement 2050 Fund		–16.00	%		–15.97	%		–18.36	%
USAA Target Retirement 2060 Fund		–16.12	%		–16.01	%		–18.36	%

•  What strategies did you employ during the reporting period?

In an unprecedented year, all five of the USAA Target Retirement Funds performed as expected, with returns in between those of stocks and bonds. The larger losses for the longer-dated portfolios reflect the progressively higher weighting in equities as the target dates of the five funds increase.

The results of the Funds' underlying drivers mirrored the overall investment backdrop. The equity portfolio experienced losses across all equity regions. In aggregate, the fixed income portfolio experienced losses, with shorter duration investment grade credit and high yield credit performing better than longer duration fixed income.

We maintained a steady approach through the past year. As always, we sought to provide broad exposure to the global financial markets, but we also overweighted (took larger relative positions) or underweighted (took smaller relative positions) in certain asset classes based on valuations and fundamentals. In this vein, we continued to tilt the portfolios toward the international markets — both developed and emerging — versus the United States. We believe this positioning is warranted from a longer-term standpoint due to what we view as more attractive valuations and greater latitude for better-than-expected economic growth outside of the United States. Our equity investments, with an emphasis on improving fundamentals and strong balance sheets, performed well over the time period. The Funds' overweight to shorter duration fixed income contributed positively over the time period. Exposure within alternatives to commodities, such as oil, added value to the Funds' overall performance.

We will continue to remain true to our longstanding strategy of using fundamentals and valuations to construct portfolios designed to deliver favorable results over a full market cycle.

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

5

USAA Target Retirement Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date Retirement Income Index1
One Year		–10.64	%		–11.17	%
Five Year		2.31	%		2.33	%
Ten Year		3.32	%		3.59	%

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

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 Retirement Income Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

6

USAA Target Retirement 2030 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2030 Index1
One Year		–13.53	%		–13.96	%
Five Year		2.93	%		4.17	%
Ten Year		5.24	%		6.84	%

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

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 Retirement 2030 Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

7

USAA Target Retirement 2040 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2040 Index1
One Year		–15.15	%		–15.56	%
Five Year		3.27	%		4.97	%
Ten Year		5.97	%		7.84	%

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

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 Retirement 2040 Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

8

USAA Target Retirement 2050 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2050 Index1			MSCI All Country World Index2
One Year		–16.00	%		–15.97	%		–18.36	%
Five Year		3.62	%		5.26	%		5.23	%
Ten Year		6.38	%		8.33	%		7.98	%

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

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 Retirement 2050 Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. 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 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.

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

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

Past performance is not indicative of future results.

9

USAA Target Retirement 2060 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	7/12/13
	Net Asset Value			S&P Target Date 2060 Index1			MSCI All Country World Index2
One Year		–16.12	%		–16.01	%		–18.36	%
Five Year		3.48	%		5.35	%		5.23	%
Since Inception		5.75	%		N/A			7.31	%

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

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 Retirement 2060 Fund — Growth of $10,000

¹The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. 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 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.

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

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

Past performance is not indicative of future results.

10

USAA Mutual Funds Trust
USAA Target Retirement Income Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

USAA Government Securities Fund Institutional Shares	23.1	%
USAA Short-Term Bond Fund Institutional Shares	16.6	%
USAA Global Managed Volatility Fund Institutional Shares	5.9	%
VictoryShares ESG Corporate Bond ETF	5.8	%
USAA Intermediate-Term Bond Fund Institutional Shares	5.4	%
USAA High Income Fund Institutional Shares	5.2	%
USAA Target Managed Allocation Fund	4.9	%
Victory Market Neutral Income Fund Class I	4.9	%
Victory RS International Fund Class R6	3.4	%
VictoryShares USAA Core Short-Term Bond ETF	3.3	%

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

11

USAA Mutual Funds Trust
USAA Target Retirement 2030 Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

USAA Government Securities Fund Institutional Shares	15.9	%
USAA Global Managed Volatility Fund Institutional Shares	10.2	%
USAA Target Managed Allocation Fund	8.9	%
USAA 500 Index Fund Reward Shares	5.5	%
USAA Short-Term Bond Fund Institutional Shares	5.2	%
USAA Intermediate-Term Bond Fund Institutional Shares	4.7	%
Victory RS International Fund Class R6	4.7	%
VictoryShares International Value Momentum ETF	4.4	%
USAA High Income Fund Institutional Shares	3.9	%
Victory Trivalent International Core Equity Fund Class R6	3.6	%

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

12

USAA Mutual Funds Trust
USAA Target Retirement 2040 Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

USAA Global Managed Volatility Fund Institutional Shares	13.3	%
USAA Target Managed Allocation Fund	11.6	%
USAA 500 Index Fund Reward Shares	7.4	%
USAA Government Securities Fund Institutional Shares	7.0	%
Victory RS International Fund Class R6	6.5	%
VictoryShares International Value Momentum ETF	5.6	%
VictoryShares US Value Momentum ETF	4.8	%
Victory Trivalent International Core Equity Fund Class R6	4.7	%
VictoryShares Westend U.S. Sector ETF	3.8	%
USAA High Income Fund Institutional Shares	3.5	%

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

13

USAA Mutual Funds Trust
USAA Target Retirement 2050 Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

USAA Global Managed Volatility Fund Institutional Shares	15.1	%
USAA Target Managed Allocation Fund	13.0	%
USAA 500 Index Fund Reward Shares	8.7	%
Victory RS International Fund Class R6	7.1	%
VictoryShares International Value Momentum ETF	6.3	%
VictoryShares US Value Momentum ETF	5.4	%
Victory Trivalent International Core Equity Fund Class R6	5.3	%
VictoryShares Westend US Sector ETF	4.5	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%
Victory Integrity Mid-Cap Value Fund Class R6	3.5	%

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

14

USAA Mutual Funds Trust
USAA Target Retirement 2060 Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

USAA Global Managed Volatility Fund Institutional Shares	15.1	%
USAA Target Managed Allocation Fund	13.0	%
USAA 500 Index Fund Reward Shares	8.8	%
Victory RS International Fund Class R6	7.4	%
VictoryShares International Value Momentum ETF	6.3	%
Victory Trivalent International Core Equity Fund Class R6	5.4	%
VictoryShares US Value Momentum ETF	5.2	%
VictoryShares Westend U.S. Sector ETF	4.7	%
USAA Government Securities Fund Institutional Shares	3.8	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

15

USAA Mutual Funds Trust
USAA Target Retirement Income Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (19.9%)
VictoryShares Emerging Markets Value Momentum ETF		288,452	$	11,506
VictoryShares ESG Corporate Bond ETF		1,899,203		38,297
VictoryShares International Value Momentum ETF		440,876		18,266
VictoryShares International Volatility Wtd ETF		179,768		6,645
VictoryShares NASDAQ Next 50 ETF		149,092		3,583
VictoryShares US Multi-Factor Minimum Volatility ETF		141,668		5,406
VictoryShares US Small Mid Cap Value Momentum ETF		86,772		5,467
VictoryShares US Value Momentum ETF		189,914		12,014
VictoryShares USAA Core Short-Term Bond ETF		443,598		21,576
VictoryShares WestEnd U.S. Sector ETF		302,776		8,051
Total Affiliated Exchange-Traded Funds (Cost $135,996)				130,811
Affiliated Mutual Funds (79.6%)
USAA 500 Index Fund Reward Shares		344,734		16,851
USAA Global Managed Volatility Fund Institutional Shares		4,572,691		39,051
USAA Government Securities Fund Institutional Shares		17,329,892		151,983
USAA Growth Fund Institutional Shares		309,412		7,092
USAA High Income Fund Institutional Shares		5,233,251		34,487
USAA Income Stock Fund Institutional Shares		233,759		4,056
USAA Intermediate-Term Bond Fund Institutional Shares		3,968,434		35,597
USAA Nasdaq-100 Index Fund R6 Shares		33,509		937
USAA Precious Metals and Minerals Fund Institutional Shares		140,247		2,336
USAA Short-Term Bond Fund Institutional Shares		12,494,481		108,827
USAA Small Cap Stock Fund Institutional Shares		712,259		8,234
USAA Target Managed Allocation Fund		3,846,587		32,504
Victory Integrity Mid-Cap Value Fund Class R6		317,024		6,810
Victory Market Neutral Income Fund Class I		3,836,961		32,000
Victory RS International Fund Class R6		2,252,632		22,323
Victory Sophus Emerging Markets Fund Class R6		243,826		4,242
Victory Trivalent International Core Equity Fund Class R6		2,328,144		15,436
Total Affiliated Mutual Funds (Cost $553,377)				522,766
Total Investments (Cost $689,373) — 99.5%				653,577
Other assets in excess of liabilities — 0.5%				3,421
NET ASSETS — 100.00%			$	656,998

At December 31, 2022, the Fund's investments in foreign securities were 11.9% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Target Retirement 2030 Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (25.6%)
VictoryShares Emerging Markets Value Momentum ETF		657,114	$	26,212
VictoryShares ESG Corporate Bond ETF		1,767,524		35,642
VictoryShares International Value Momentum ETF		1,206,751		49,997
VictoryShares International Volatility Wtd ETF		493,863		18,255
VictoryShares NASDAQ Next 50 ETF		696,279		16,732
VictoryShares US Multi-Factor Minimum Volatility ETF		264,132		10,079
VictoryShares US Small Mid Cap Value Momentum ETF		343,892		21,666
VictoryShares US Value Momentum ETF		636,526		40,266
VictoryShares USAA Core Short-Term Bond ETF		834,703		40,600
VictoryShares WestEnd U.S. Sector ETF		1,154,053		30,688
Total Affiliated Exchange-Traded Funds (Cost $293,575)				290,137
Affiliated Mutual Funds (73.9%)
USAA 500 Index Fund Reward Shares		1,265,796		61,872
USAA Global Managed Volatility Fund Institutional Shares		13,502,381		115,310
USAA Government Securities Fund Institutional Shares		20,622,006		180,855
USAA Growth Fund Institutional Shares		1,074,458		24,626
USAA High Income Fund Institutional Shares		6,697,879		44,139
USAA Income Stock Fund Institutional Shares		841,385		14,598
USAA Intermediate-Term Bond Fund Institutional Shares		5,972,981		53,578
USAA Nasdaq-100 Index Fund R6 Shares		208,996		5,846
USAA Precious Metals and Minerals Fund Institutional Shares		255,335		4,254
USAA Short-Term Bond Fund Institutional Shares		6,739,575		58,702
USAA Small Cap Stock Fund Institutional Shares		1,925,695		22,261
USAA Target Managed Allocation Fund		11,982,361		101,251
Victory Integrity Mid-Cap Value Fund Class R6		1,214,125		26,079
Victory Market Neutral Income Fund Class I		2,636,470		21,988
Victory RS International Fund Class R6		5,398,823		53,502
Victory Sophus Emerging Markets Fund Class R6		515,437		8,969
Victory Trivalent International Core Equity Fund Class R6		6,237,553		41,355
Total Affiliated Mutual Funds (Cost $894,802)				839,185
Total Investments (Cost $1,188,377) — 99.5%				1,129,322
Other assets in excess of liabilities — 0.5%				5,335
NET ASSETS — 100.00%			$	1,134,657

At December 31, 2022, the Fund's investments in foreign securities were 17.5% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Target Retirement 2040 Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (28.0%)
VictoryShares Emerging Markets Value Momentum ETF		1,095,183	$	43,687
VictoryShares ESG Corporate Bond ETF		873,088		17,606
VictoryShares International Value Momentum ETF		1,808,903		74,945
VictoryShares International Volatility Wtd ETF		704,196		26,030
VictoryShares NASDAQ Next 50 ETF		1,164,047		27,972
VictoryShares US Multi-Factor Minimum Volatility ETF		428,496		16,350
VictoryShares US Small Mid Cap Value Momentum ETF		453,628		28,579
VictoryShares US Value Momentum ETF		1,004,216		63,526
VictoryShares USAA Core Short-Term Bond ETF		493,169		23,988
VictoryShares WestEnd U.S. Sector ETF (a)		1,928,537		51,283
Total Affiliated Exchange-Traded Funds (Cost $373,102)				373,966
Affiliated Mutual Funds (71.3%)
USAA 500 Index Fund Reward Shares		2,024,853		98,975
USAA Global Managed Volatility Fund Institutional Shares		20,780,440		177,465
USAA Government Securities Fund Institutional Shares		10,701,180		93,849
USAA Growth Fund Institutional Shares		1,758,788		40,311
USAA High Income Fund Institutional Shares		7,057,079		46,506
USAA Income Stock Fund Institutional Shares		1,368,357		23,741
USAA Intermediate-Term Bond Fund Institutional Shares		3,679,567		33,006
USAA Nasdaq-100 Index Fund R6 Shares		379,064		10,603
USAA Precious Metals and Minerals Fund Institutional Shares		283,976		4,731
USAA Short-Term Bond Fund Institutional Shares		2,473,354		21,543
USAA Small Cap Stock Fund Institutional Shares		2,673,699		30,908
USAA Target Managed Allocation Fund		18,322,621		154,826
Victory Integrity Mid-Cap Value Fund Class R6		1,942,825		41,732
Victory Market Neutral Income Fund Class I		1,629,361		13,589
Victory RS International Fund Class R6		8,730,578		86,520
Victory Sophus Emerging Markets Fund Class R6		732,649		12,748
Victory Trivalent International Core Equity Fund Class R6		9,507,279		63,033
Total Affiliated Mutual Funds (Cost $1,011,562)				954,086
Collateral for Securities Loaned (0.0%)^(b)
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.14% (c)		34,806		35
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (c)		34,806		34
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (c)		34,806		35
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (c)		34,806		35
Total Collateral for Securities Loaned (Cost $139)				139
Total Investments (Cost $1,384,803) — 99.3%				1,328,191
Other assets in excess of liabilities — 0.7%				9,088
NET ASSETS — 100.00%			$	1,337,279

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Target Retirement 2040 Fund Schedule of Portfolio Investments — continued
December 31, 2022

At December 31, 2022, the Fund's investments in foreign securities were 23.0% of net assets.

^  Purchased with cash collateral from securities on loan.

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

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

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

ETF — Exchange-Traded Fund

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Target Retirement 2050 Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (29.1%)
VictoryShares Emerging Markets Value Momentum ETF		746,226	$	29,767
VictoryShares ESG Corporate Bond ETF		418,613		8,441
VictoryShares International Value Momentum ETF		1,233,843		51,119
VictoryShares International Volatility Wtd ETF		467,748		17,290
VictoryShares NASDAQ Next 50 ETF		793,323		19,064
VictoryShares US Multi-Factor Minimum Volatility ETF		310,087		11,832
VictoryShares US Small Mid Cap Value Momentum ETF (a)		279,194		17,590
VictoryShares US Value Momentum ETF		685,383		43,357
VictoryShares WestEnd U.S. Sector ETF		1,380,725		36,716
Total Affiliated Exchange-Traded Funds (Cost $232,878)				235,176
Affiliated Mutual Funds (69.8%)
USAA 500 Index Fund Reward Shares		1,447,720		70,765
USAA Global Managed Volatility Fund Institutional Shares		14,302,491		122,143
USAA Government Securities Fund Institutional Shares		2,507,047		21,987
USAA Growth Fund Institutional Shares		1,093,432		25,061
USAA High Income Fund Institutional Shares		1,438,671		9,481
USAA Income Stock Fund Institutional Shares		953,631		16,546
USAA Intermediate-Term Bond Fund Institutional Shares		1,598,612		14,339
USAA Nasdaq-100 Index Fund R6 Shares		240,369		6,723
USAA Precious Metals and Minerals Fund Institutional Shares		159,541		2,658
USAA Short-Term Bond Fund Institutional Shares		320,580		2,792
USAA Small Cap Stock Fund Institutional Shares		1,858,841		21,488
USAA Target Managed Allocation Fund		12,462,948		105,312
Victory Integrity Mid-Cap Value Fund Class R6		1,317,001		28,289
Victory Market Neutral Income Fund, Class I		765,489		6,384
Victory RS International Fund Class R6		5,808,312		57,560
Victory Sophus Emerging Markets Fund Class R6		611,293		10,636
Victory Trivalent International Core Equity Fund Class R6		6,483,327		42,984
Total Affiliated Mutual Funds (Cost $603,971)				565,148
Collateral for Securities Loaned (0.0%)^(b)
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.14% (c)		29,138		29
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (c)		29,138		30
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (c)		29,138		29
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (c)		29,138		29
Total Collateral for Securities Loaned (Cost $117)				117
Total Investments (Cost $836,966) — 98.9%				800,441
Other assets in excess of liabilities — 1.1%				8,497
NET ASSETS — 100.00%			$	808,938

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Target Retirement 2050 Fund Schedule of Portfolio Investments — continued
December 31, 2022

At December 31, 2022, the Fund's investments in foreign securities were 25.9% of net assets.

^  Purchased with cash collateral from securities on loan.

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

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

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

ETF — Exchange-Traded Fund

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Target Retirement 2060 Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (29.1%)
VictoryShares Emerging Markets Value Momentum ETF		108,347	$	4,322
VictoryShares ESG Corporate Bond ETF		43,422		876
VictoryShares International Value Momentum ETF		177,196		7,341
VictoryShares International Volatility Wtd ETF		75,768		2,801
VictoryShares NASDAQ Next 50 ETF		112,009		2,692
VictoryShares US Multi-Factor Minimum Volatility ETF		43,625		1,665
VictoryShares US Small Mid Cap Value Momentum ETF		42,403		2,671
VictoryShares US Value Momentum ETF		96,343		6,095
VictoryShares WestEnd U.S. Sector ETF		207,979		5,530
Total Affiliated Exchange-Traded Funds (Cost $33,457)				33,993
Affiliated Mutual Funds (70.2%)
USAA 500 Index Fund Reward Shares		211,035		10,316
USAA Global Managed Volatility Fund Institutional Shares		2,061,566		17,606
USAA Government Securities Fund Institutional Shares		505,058		4,429
USAA Growth Fund Institutional Shares		165,095		3,784
USAA Income Stock Fund Institutional Shares		131,968		2,290
USAA Intermediate-Term Bond Fund Institutional Shares		341,619		3,064
USAA Nasdaq-100 Index Fund R6 Shares		41,821		1,170
USAA Precious Metals and Minerals Fund Institutional Shares		19,828		330
USAA Short-Term Bond Fund Institutional Shares		118		1
USAA Small Cap Stock Fund Institutional Shares		277,788		3,211
USAA Target Managed Allocation Fund		1,793,301		15,153
Victory Integrity Mid-Cap Value Fund Class R6		191,841		4,121
Victory RS International Fund Class R6		871,199		8,634
Victory Sophus Emerging Markets Fund Class R6		88,932		1,547
Victory Trivalent International Core Equity Fund Class R6		943,173		6,253
Total Affiliated Mutual Funds (Cost $90,942)				81,909
Total Investments (Cost $124,399) — 99.3%				115,902
Other assets in excess of liabilities — 0.7%				796
NET ASSETS — 100.00%			$	116,698

At December 31, 2022, the Fund's investments in foreign securities were 26.5% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

22

USAA Mutual Funds Trust Statements of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Target Retirement Income Fund			USAA Target Retirement 2030 Fund			USAA Target Retirement 2040 Fund
Assets:
Affiliated investments, at value (Cost $689,373, $1,188,377 and $1,384,664)	$	653,577		$	1,129,322		$	1,328,052	(a)
Unaffiliated investments, at value (Cost $—, $— and $139)		—			—			139
Cash		3,701			5,614			9,085
Receivables:
Interest		—			1			—	(b)
Capital shares issued		122			554			368
From Adviser		—			—			14
Prepaid expenses		9			14			14
Total Assets		657,409			1,135,505			1,337,672
Liabilities:
Payables:
Collateral received on loaned securities		—			—			139
Capital shares redeemed		383			811			211
Accrued expenses and other payables:
Custodian fees		2			2			3
Compliance fees		1			1			1
Trustees' fees		—	(b)		—			—
Other accrued expenses		25			34			39
Total Liabilities		411			848			393
Net Assets:
Capital		692,177			1,182,132			1,379,595
Total accumulated earnings/(loss)		(35,179	)		(47,475	)		(42,316	)
Net Assets	$	656,998		$	1,134,657		$	1,337,279
Shares (unlimited number of shares authorized with no par value):		67,088			105,923			124,896
Net asset value, offering and redemption price per share: (c)	$	9.79		$	10.71		$	10.71

(a)  Includes $136 thousand 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.

23

USAA Mutual Funds Trust Statements of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Target Retirement 2050 Fund			USAA Target Retirement 2060 Fund
Assets:
Affiliated investments, at value (Cost $836,849 and $124,399)	$	800,324	(a)	$	115,902
Unaffiliated investments, at value (Cost $117 and $—)		117			—
Cash		8,737			837
Receivables:
Interest		1			—
Capital shares issued		279			31
From Adviser		—			9
Prepaid expenses		14			7
Total Assets		809,472			116,786
Liabilities:
Payables:
Collateral received on loaned securities		117			—
Capital shares redeemed		384			65
Accrued expenses and other payables:
Custodian fees		2			1
Compliance fees		1			—	(b)
Trustees' fees		—	(b)		—	(b)
Other accrued expenses		30			22
Total Liabilities		534			88
Net Assets:
Capital		834,838			123,773
Total accumulated earnings/(loss)		(25,900	)		(7,075	)
Net Assets	$	808,938		$	116,698
Shares (unlimited number of shares authorized with no par value):		73,986			10,683
Net asset value, offering and redemption price per share: (c)	$	10.93		$	10.92

(a)  Includes $113 thousand 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.

24

USAA Mutual Funds Trust Statements of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)  

	USAA Target Retirement Income Fund			USAA Target Retirement 2030 Fund			USAA Target Retirement 2040 Fund
Investment Income:
Income distributions from affiliated funds	$	19,771		$	31,144		$	35,493
Interest from unaffiliated investments		7			27			49
Securities lending (net of fees)		5			2			10
Total Income		19,783			31,173			35,552
Expenses:
Sub-Administration fees		19			19			19
Custodian fees		12			19			21
Transfer agent fees		32			55			64
Trustees' fees		47			47			47
Compliance fees		6			10			12
Printing fees		23			36			41
Legal and audit fees		64			54			54
State registration and filing fees		36			38			37
Other expenses		29			40			49
Recoupment of prior expenses waived/reimbursed by Adviser		—			1			—
Total Expenses		268			319			344
Expenses waived/reimbursed by Adviser		(2	)		—			(61	)
Net Expenses		266			319			283
Net Investment Income (Loss)		19,517			30,854			35,269
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(104	)		11,347			11,855
Capital gain distributions received from affiliated funds		4,830			12,807			19,193
Net change in unrealized appreciation/ depreciation on affiliated funds		(108,209	)		(240,236	)		(312,180	)
Net realized/unrealized gains (losses) on investments		(103,483	)		(216,082	)		(281,132	)
Change in net assets resulting from operations	$	(83,966	)	$	(185,228	)	$	(245,863	)

See notes to financial statements.

25

USAA Mutual Funds Trust Statements of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)  

	USAA Target Retirement 2050 Fund			USAA Target Retirement 2060 Fund
Investment Income:
Income distributions from affiliated funds	$	20,756		$	2,867
Interest from unaffiliated investments		47			9
Securities lending (net of fees)		4			1
Total Income		20,807			2,877
Expenses:
Sub-Administration fees		19			19
Custodian fees		14			5
Transfer agent fees		39			6
Trustees' fees		47			47
Compliance fees		7			1
Printing fees		29			9
Legal and audit fees		53			52
State registration and filing fees		33			23
Other expenses		34			13
Total Expenses		275			175
Expenses waived/reimbursed by Adviser		(1	)		(53	)
Net Expenses		274			122
Net Investment Income (Loss)		20,533			2,755
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		8,379			489
Capital gain distributions received from affiliated funds		12,913			1,843
Net change in unrealized appreciation/depreciation on affiliated funds		(198,859	)		(27,539	)
Net realized/unrealized gains (losses) on investments		(177,567	)		(25,207	)
Change in net assets resulting from operations	$	(157,034	)	$	(22,452	)

See notes to financial statements.

26

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Target Retirement Income Fund						USAA Target Retirement 2030 Fund						USAA Target Retirement 2040 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	19,517		$	25,732		$	30,854		$	51,944		$	35,269		$	67,012
Net realized gains (losses)		4,726			42,645			24,154			94,192			31,048			120,413
Net change in unrealized appreciation/depreciation		(108,209	)		(16,329	)		(240,236	)		11,103			(312,180	)		46,214
Change in net assets resulting from operations		(83,966	)		52,048			(185,228	)		157,239			(245,863	)		233,639
Change in net assets resulting from distributions to shareholders		(42,353	)		(52,029	)		(101,184	)		(100,538	)		(132,290	)		(120,954	)
Change in net assets resulting from capital transactions		(24,319	)		(19,630	)		33,547			120			71,180			247
Change in net assets		(150,638	)		(19,611	)		(252,865	)		56,821			(306,973	)		112,932
Net Assets:
Beginning of period		807,636			827,247			1,387,522			1,330,701			1,644,252			1,531,320
End of period	$	656,998		$	807,636		$	1,134,657		$	1,387,522		$	1,337,279		$	1,644,252
Capital Transactions:
Proceeds from shares issued	$	42,001		$	82,627		$	81,144		$	133,480		$	102,220		$	163,473
Distributions reinvested		42,091			51,747			100,969			100,394			132,158			120,782
Cost of shares redeemed		(108,411	)		(154,004	)		(148,566	)		(233,754	)		(163,198	)		(284,008	)
Change in net assets resulting from capital transactions	$	(24,319	)	$	(19,630	)	$	33,547		$	120		$	71,180		$	247
Share Transactions:
Issued		3,901			6,852			6,606			9,600			8,216			11,582
Reinvested		4,192			4,396			9,250			7,376			12,143			8,638
Redeemed		(10,144	)		(12,778	)		(12,204	)		(16,842	)		(13,106	)		(20,168	)
Change in Shares		(2,051	)		(1,530	)		3,652			134			7,253			52

See notes to financial statements.

27

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)

	USAA Target Retirement 2050 Fund						USAA Target Retirement 2060 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	20,533		$	41,965		$	2,755		$	5,766
Net realized gains (losses)		21,292			78,287			2,332			10,443
Net change in unrealized appreciation/depreciation		(198,859	)		33,126			(27,539	)		4,736
Change in net assets resulting from operations		(157,034	)		153,378			(22,452	)		20,945
Change in net assets resulting from distributions to shareholders		(84,813	)		(75,540	)		(11,801	)		(9,243	)
Change in net assets resulting from capital transactions		64,708			14,305			12,901			5,341
Change in net assets		(177,139	)		92,143			(21,352	)		17,043
Net Assets:
Beginning of period		986,077			893,934			138,050			121,007
End of period	$	808,938		$	986,077		$	116,698		$	138,050
Capital Transactions:
Proceeds from shares issued	$	76,507		$	117,938		$	16,023		$	22,008
Distributions reinvested		84,765			75,478			11,782			9,235
Cost of shares redeemed		(96,564	)		(179,111	)		(14,904	)		(25,902	)
Change in net assets resulting from capital transactions	$	64,708		$	14,305		$	12,901		$	5,341
Share Transactions:
Issued		5,943			8,090			1,246			1,531
Reinvested		7,639			5,206			1,064			640
Redeemed		(7,538	)		(12,331	)		(1,173	)		(1,814	)
Change in Shares		6,044			965			1,137			357

See notes to financial statements.

28

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Target Retirement Income Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	11.68		$	11.71		$	11.22		$	10.69		$	11.69
Investment Activities:
Net investment income (loss)		0.29	(a)		0.38	(a)		0.38	(a)		0.31	(a)		0.29
Net realized and unrealized gains (losses)		(1.53	)		0.37			0.58			0.93			(0.64	)
Total from Investment Activities		(1.24	)		0.75			0.96			1.24			(0.35	)
Distributions to Shareholders From:
Net investment income		(0.29	)		(0.38	)		(0.30	)		(0.31	)		(0.29	)
Net realized gains from investments		(0.36	)		(0.40	)		(0.17	)		(0.40	)		(0.36	)
Total Distributions		(0.65	)		(0.78	)		(0.47	)		(0.71	)		(0.65	)
Net Asset Value, End of Period	$	9.79		$	11.68		$	11.71		$	11.22		$	10.69
Total Return (b)		(10.64	)%		6.48	%		8.73	%		11.72	%		(3.01	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Net Investment Income (Loss)		2.75	%		3.13	%		3.40	%		2.75	%		2.53	%
Gross Expenses (d)		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Supplemental Data:
Net Assets at end of period (000's)	$	656,998		$	807,636		$	827,247		$	337,633		$	318,796
Portfolio Turnover		13	%		16	%		15	%(e)		16	%		29	%

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

(e)  For the year ended December 31, 2020, the portfolio turnover calculation excludes the value of securities purchased of $78,972, and sold of $170,937 thousand, respectively, in connection with the Fund's acquisition of USAA Target Retirement 2020 Fund.

See notes to financial statements.

29

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Target Retirement 2030 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	13.57		$	13.03		$	12.47		$	11.87		$	13.84
Investment Activities:
Net investment income (loss)		0.31	(a)		0.53	(a)		0.29	(a)		0.33	(a)		0.30
Net realized and unrealized gains (losses)		(2.15	)		1.05			0.86			1.70			(1.25	)
Total from Investment Activities		(1.84	)		1.58			1.15			2.03			(0.95	)
Distributions to Shareholders From:
Net investment income		(0.29	)		(0.59	)		(0.25	)		(0.31	)		(0.30	)
Net realized gains from investments		(0.73	)		(0.45	)		(0.34	)		(1.12	)		(0.72	)
Total Distributions		(1.02	)		(1.04	)		(0.59	)		(1.43	)		(1.02	)
Net Asset Value, End of Period	$	10.71		$	13.57		$	13.03		$	12.47		$	11.87
Total Return (b)		(13.53	)%		12.24	%		9.25	%		17.13	%		(6.99	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Net Investment Income (Loss)		2.55	%		3.79	%		2.41	%		2.53	%		2.25	%
Gross Expenses (d)		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,134,657		$	1,387,522		$	1,330,701		$	1,368,343		$	1,183,564
Portfolio Turnover		13	%		18	%		19	%		24	%		36	%

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

See notes to financial statements.

30

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Target Retirement 2040 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	13.98		$	13.02		$	12.58		$	11.87		$	14.25
Investment Activities:
Net investment income (loss)		0.31	(a)		0.60	(a)		0.28	(a)		0.32	(a)		0.27
Net realized and unrealized gains (losses)		(2.43	)		1.45			0.88			1.99			(1.46	)
Total from Investment Activities		(2.12	)		2.05			1.16			2.31			(1.19	)
Distributions to Shareholders From:
Net investment income		(0.29	)		(0.67	)		(0.22	)		(0.29	)		(0.28	)
Net realized gains from investments		(0.86	)		(0.42	)		(0.50	)		(1.31	)		(0.91	)
Total Distributions		(1.15	)		(1.09	)		(0.72	)		(1.60	)		(1.19	)
Net Asset Value, End of Period	$	10.71		$	13.98		$	13.02		$	12.58		$	11.87
Total Return (b)		(15.15	)%		15.88	%		9.22	%		19.57	%		(8.53	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.02	%		0.02	%		0.02	%		0.02	%		0.02	%
Net Investment Income (Loss)		2.49	%		4.18	%		2.30	%		2.41	%		2.08	%
Gross Expenses (d)		0.02	%		0.02	%		0.02	%		0.02	%		0.02	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,337,279		$	1,644,252		$	1,531,320		$	1,551,552		$	1,310,328
Portfolio Turnover		14	%		16	%		20	%		29	%		35	%

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

See notes to financial statements.

31

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Target Retirement 2050 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	14.51		$	13.35		$	12.84		$	11.95		$	14.45
Investment Activities:
Net investment income (loss)		0.30	(a)		0.65	(a)		0.28	(a)		0.31	(a)		0.26
Net realized and unrealized gains (losses)		(2.63	)		1.69			1.07			2.09			(1.54	)
Total from Investment Activities		(2.33	)		2.34			1.35			2.40			(1.28	)
Distributions to Shareholders From:
Net investment income		(0.28	)		(0.69	)		(0.24	)		(0.28	)		(0.26	)
Net realized gains from investments		(0.97	)		(0.49	)		(0.60	)		(1.23	)		(0.96	)
Total Distributions		(1.25	)		(1.18	)		(0.84	)		(1.51	)		(1.22	)
Net Asset Value, End of Period	$	10.93		$	14.51		$	13.35		$	12.84		$	11.95
Total Return (b)		(16.00	)%		17.71	%		10.52	%		20.16	%		(9.02	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.03	%		0.03	%		0.03	%		0.04	%		0.04	%
Net Investment Income (Loss)		2.41	%		4.43	%		2.26	%		2.32	%		1.96	%
Gross Expenses (d)		0.03	%		0.03	%		0.03	%		0.04	%		0.04	%
Supplemental Data:
Net Assets at end of period (000's)	$	808,938		$	986,077		$	893,934		$	893,030		$	741,449
Portfolio Turnover		13	%		17	%		21	%		30	%		36	%

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

See notes to financial statements.

32

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Target Retirement 2060 Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	14.46		$	13.17		$	12.53		$	11.05		$	12.74
Investment Activities:
Net investment income (loss)		0.29	(a)		0.64	(a)		0.26	(a)		0.28	(a)		0.23
Net realized and unrealized gains (losses)		(2.63	)		1.67			1.01			1.94			(1.39	)
Total from Investment Activities		(2.34	)		2.31			1.27			2.22			(1.16	)
Distributions to Shareholders From:
Net investment income		(0.26	)		(0.69	)		(0.20	)		(0.27	)		(0.23	)
Net realized gains from investments		(0.94	)		(0.33	)		(0.43	)		(0.47	)		(0.30	)
Total Distributions		(1.20	)		(1.02	)		(0.63	)		(0.74	)		(0.53	)
Net Asset Value, End of Period	$	10.92		$	14.46		$	13.17		$	12.53		$	11.05
Total Return (b)		(16.12	)%		17.69	%		10.17	%		20.09	%		(9.18	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Net Investment Income (Loss)		2.27	%		4.41	%		2.17	%		2.30	%		2.00	%
Gross Expenses (d)		0.14	%		0.13	%		0.16	%		0.22	%		0.23	%
Supplemental Data:
Net Assets at end of period (000's)	$	116,698		$	138,050		$	121,007		$	116,493		$	87,403
Portfolio Turnover		9	%		18	%		28	%		29	%		36	%

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

See notes to financial statements.

33

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 following five Funds (collectively, the "Funds" and individually, a "Fund"). Each Fund is classified as diversified under the 1940 Act.

Funds (Legal Name)	Funds (Short Name)
USAA Target Retirement Income Fund	Target Income Fund
USAA Target Retirement 2030 Fund	Target 2030 Fund
USAA Target Retirement 2040 Fund	Target 2040 Fund
USAA Target Retirement 2050 Fund	Target 2050 Fund
USAA Target Retirement 2060 Fund	Target 2060 Fund

Each Fund is a "fund of funds" in that it invests in a selection of affiliated mutual funds and exchange-traded funds managed by the Funds' Adviser, Victory Capital Management Inc. ("VCM" or the "Adviser"), an affiliate of the Funds. The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Each Fund may rely on various exemptions contained in the 1940 Act and in exemptive rules or orders thereunder issued by the Securities and Exchange Commission ("SEC") that permit funds, subject to certain conditions, to invest in one or more Exchange-Traded Funds ("ETFs") and certain other types of investment companies in amounts that exceed limits set forth in the 1940 Act that would otherwise be applicable.

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

2. Significant Accounting Policies:

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

Investment Valuation:

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

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

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

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

34

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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

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

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Funds' valuation policies and procedures, which are approved by the Board.

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

Investments in the underlying affiliated funds and other open-end investment companies, other than ETFs, are valued at their net asset value ("NAV") at the end of each business day and are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments (amounts in thousands):

	Level 1		Level 2		Level 3		Total
USAA Target Retirement Income Fund
Affiliated Exchange-Traded Funds	$	130,811	$	—	$	—	$	130,811
Affiliated Mutual Funds		522,766		—		—		522,766
Total	$	653,577	$	—	$	—	$	653,577
USAA Target Retirement 2030 Fund
Affiliated Exchange-Traded Funds	$	290,137	$	—	$	—	$	290,137
Affiliated Mutual Funds		839,185		—		—		839,185
Total	$	1,129,322	$	—	$	—	$	1,129,322
USAA Target Retirement 2040 Fund
Affiliated Exchange-Traded Funds	$	373,966	$	—	$	—	$	373,966
Affiliated Mutual Funds		954,086		—		—		954,086
Collateral for Securities Loaned		139		—		—		139
Total	$	1,328,191	$	—	$	—	$	1,328,191
USAA Target Retirement 2050 Fund
Affiliated Exchange-Traded Funds	$	235,176	$	—	$	—	$	235,176
Affiliated Mutual Funds		565,148		—		—		565,148
Collateral for Securities Loaned		117		—		—		117
Total	$	800,441	$	—	$	—	$	800,441

35

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Level 1		Level 2		Level 3		Total
USAA Target Retirement 2060 Fund
Affiliated Exchange-Traded Funds	$	33,993	$	—	$	—	$	33,993
Affiliated Mutual Funds		81,909		—		—		81,909
Total	$	115,902	$	—	$	—	$	115,902

As of December 31, 2022, there were no transfers into/out of Level 3.

Investment Companies:

Exchange-Traded Funds:

The Funds may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Funds may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

Open-End Funds:

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

Investment Transactions and Related Income:

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

Securities Lending:

The Funds, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend their securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by SEC guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Funds' Schedules of Portfolio Investments. The Funds effectively do not have control of the non-cash collateral and therefore it is not disclosed on the Funds' Schedules of Portfolio Investments. Collateral requirements are determined daily based on the value of the Funds' securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Funds any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Funds also earn a return from the collateral. The Funds pay Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

income (net of these fees) is disclosed on the Statements of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, a Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Funds' agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Funds may not be sold or repledged, except to satisfy borrower default.

The following table is a summary of the Funds' securities lending transactions as of December 31, 2022 (amounts in thousands).

	Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
Target 2040 Fund	$	136	$	—	$	139
Target 2050 Fund		113		—		117

Federal Income Taxes:

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

For the year ended December 31, 2022, the Funds did not incur any income tax, interest, or penalties, and have recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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

Allocations:

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Funds (amounts in thousands):

	Excluding U.S. Government Securities
	Purchases		Sales
Target Income Fund	$	90,372	$	132,665
Target 2030 Fund		161,306		171,106
Target 2040 Fund		205,125		190,332
Target 2050 Fund		135,971		111,379
Target 2060 Fund		18,861		11,075

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

4. Fees and Transactions with Affiliates and Related Parties:

Investment Advisory Fees:

Investment advisory services are provided to the Funds by the Adviser, which is a New York corporation registered as an investment adviser with the SEC. The Adviser does not receive any fees from the Funds for these services.

Administration and Servicing Fees:

VCM also serves as the Funds' administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM does not receive any fees from the Funds for these services.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds 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 Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the year ended December 31, 2022, are reflected on the Statements of Operations as Sub-Administration fees.

The Funds (as part of the Trust) have entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statements of Operations as Compliance fees.

Transfer Agency Fees:

Victory Capital Transfer Agency, Inc. ("VCTA"), an affiliate of the Adviser, provides transfer agency services to the Funds. VCTA does not receive any fees from the Funds for these services.

FIS Investor Services LLC serves as sub-transfer agent and dividend disbursing agent for the Funds 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 Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services.

Other Fees:

Citibank serves as the Funds' custodian. Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statements 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 Funds. 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 limits for the Funds. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures, which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Funds' business are excluded

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

from the expense limits. As of December 31, 2022, the expense limits (excluding voluntary waivers) were as follows:

	In Effect Until June 30. 2023
Target Income Fund		0.07	%
Target 2030 Fund		0.03	%
Target 2040 Fund		0.02	%
Target 2050 Fund		0.04	%
Target 2060 Fund		0.10	%

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

As of December 31, 2022, the following amounts are available to be repaid to the Adviser (amounts in thousands). The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayments are not probable at December 31, 2022.

	Expires 2023		Expires 2024		Expires 2025		Total
Target 2040 Fund	$	—	$	—	$	61	$	61
Target 2060 Fund		69		43		53		165

The Adviser may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Funds are not available to be recouped at a future time. For the year ended December 31, 2022, the Adviser voluntarily waived fees of $2 thousand, $1 thousand, and less than $1 thousand for the Target Retirement Income Fund, Target 2050 Fund, and Target 2060 Fund, respectively.

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

5. Risks:

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

Affiliated Funds Risk — The risks of the Funds directly correspond to the risks of the underlying affiliated funds in which the Funds invest. By investing in the underlying affiliated funds, the Funds have exposure to the risk of many different areas of the market. The degree to which the risks described below apply to the Funds varies according to each Fund's asset allocation. For instance, the more a Fund is allocated to stock funds, the greater the risk associated with equity securities. The Funds also are subject to asset allocation risk (i.e., the risk that allocations will not produce the intended results) and to management risk (i.e., the risk that the selection of underlying affiliated funds will not produce the intended results).

High-Yield/Junk Bond Risk — The Funds may invest in underlying affiliated funds that invest in fixed income securities that are rated below investment grade. Fixed-income securities rated below investment grade, also known as "junk" or high-yield bonds, generally entail greater economic, credit, and liquidity risk than investment-grade securities. Their prices may be more volatile, especially during economic downturns, financial setbacks, or liquidity events. High-yield securities also can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time.

Market Risk — Overall market risks may affect the value of the Funds. Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels and other fiscal and monetary policy changes, cybersecurity incidents, pandemics and other public health

39

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

crises, sanctions against a particular foreign country, its nationals, businesses or industries and related geopolitical events, as well as environmental disasters such as earthquakes, fires, and floods or other catastrophes, may add to instability in global economies and markets generally, and may lead to increased market volatility. Global economies and financial markets are highly interconnected, which increases the possibility that conditions in one country or region might adversely affect issuers in another country or region. The impact of these and other factors may be short-term or may last for extended periods.

Equity Risk — The Funds may invest in underlying affiliated funds that invest in equity securities. The value of the equity securities in which the Funds invest may decline in response to developments affecting individual companies and/or general economic conditions. 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.

Debt Securities Risk — The Funds may invest in underlying affiliated funds that invest in debt securities or other income-producing securities. 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.

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Funds did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to each Fund during the period, if applicable, is reflected on the Statements of Operations under Line of credit fees.

The Funds had no borrowings under the Line of Credit agreement during the year ended December 31, 2022.

Interfund Lending:

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

and the current bank loan rate. As a Borrower, interest charged to each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund, if any, during the period, is reflected on the Statements of Operations under Interfund lending.

The Funds did not utilize or participate in the Facility during the year ended December 31, 2022.

7. Federal Income Tax Information:

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

	Declared	Paid
Target Income Fund	Quarterly	Quarterly
Target 2030 Fund	Annually	Annually
Target 2040 Fund	Annually	Annually
Target 2050 Fund	Annually	Annually
Target 2060 Fund	Annually	Annually

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

As of December 31, 2022, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

	Total Accumulated Earnings/(Loss)			Capital
Target Income Fund	$	(395	)	$	395
Target 2030 Fund		(1,109	)		1,109
Target 2040 Fund		(1,031	)		1,031
Target 2050 Fund		(541	)		541
Target 2060 Fund		(59	)		59

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 December 31, 2022						Year Ended December 31, 2021
	Distributions Paid From:						Distributions Paid From:
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Target Income Fund	$	19,510	$	22,843	$	42,353	$	26,171	$	25,858	$	52,029
Target 2030 Fund		30,908		70,276		101,184		58,650		41,888		100,538
Target 2040 Fund		35,204		97,086		132,290		75,571		45,383		120,954
Target 2050 Fund		20,383		64,430		84,813		45,588		29,952		75,540
Target 2060 Fund		2,802		8,999		11,801		6,415		2,828		9,243

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

As of December 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Unrealized Appreciation (Depreciation)*			Total Accumulated Earnings (Loss)
Target Income Fund	$	147	$	4,710	$	4,857	$	(40,036	)	$	(35,179	)
Target 2030 Fund		186		14,286		14,472		(61,947	)		(47,475	)
Target 2040 Fund		226		17,010		17,236		(59,552	)		(42,316	)
Target 2050 Fund		150		12,568		12,718		(38,618	)		(25,900	)
Target 2060 Fund		23		1,597		1,620		(8,695	)		(7,075	)

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of December 31, 2022, the Funds had no capital loss carryforwards for federal income tax purposes.

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Net Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Target Income Fund	$	693,613	$	14,788	$	(54,824	)	$	(40,036	)
Target 2030 Fund		1,191,269		40,086		(102,033	)		(61,947	)
Target 2040 Fund		1,387,743		58,180		(117,732	)		(59,552	)
Target 2050 Fund		839,059		38,167		(76,785	)		(38,618	)
Target 2060 Fund		124,597		3,499		(12,194	)		(8,695	)

8. Affiliated Securities:

An affiliated security is a security in which the Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on the Fund's Schedule of Portfolio Investments. The financial statements of the underlying funds can be found in shareholder reports filed with the SEC by each such underlying fund semi-annually on Form N-CSR and are available for download from both the SEC's as well as each respective underlying fund's website. Transactions in affiliated securities during the year ended December 31, 2022, were as follows (amounts in thousands):

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Target Income Fund
USAA 500 Index Fund Reward Shares	$	3,002	$	16,692	$	—		$	—		$	222	$	(2,843	)	$	16,851	$	231
USAA NASDAQ-100 Index Fund R6 Shares		—		1,039		—			—			33		(102	)		937		6
USAA Global Managed Volatility Fund Institutional Shares		48,853		3,150		(2,251	)		(267	)		1,769		(10,434	)		39,051		1,381
USAA Government Securities Fund Institutional Shares		229,062		3,902		(59,956	)		(5,425	)		—		(15,600	)		151,983		3,902
USAA Growth Fund Institutional Shares		15,236		466		(3,893	)		2,022			465		(6,739	)		7,092		—

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
USAA High Income Fund Institutional Shares	$	34,674	$	5,753	$	—		$	—		$	—	$	(5,940	)	$	34,487	$	1,990
USAA Income Fund Institutional Shares		20,833		79		(19,769	)		2,286			—		(3,429	)		—		79
USAA Income Stock Fund Institutional Shares		9,506		382		(5,150	)		758			266		(1,440	)		4,056		116
USAA Intermediate-Term Bond Fund Institutional Shares		14,271		25,104		—			—			—		(3,778	)		35,597		831
USAA Precious Metals and Minerals Fund Institutional Shares		2,645		26		—			—			—		(335	)		2,336		26
USAA Short-Term Bond Fund Institutional Shares		123,244		2,767		(11,056	)		(305	)		—		(5,823	)		108,827		2,766
USAA Small Cap Stock Fund Institutional Shares		6,303		3,665		—			—			471		(1,734	)		8,234		—
USAA Target Managed Allocation Fund		43,496		2,825		(3,951	)		(385	)		207		(9,481	)		32,504		1,243
Victory Integrity Mid-Cap Value Fund Class R6		6,053		1,564		—			—			286		(807	)		6,810		112
Victory Market Neutral Income Fund Class I		32,841		3,553		—			—			1,058		(4,394	)		32,000		2,497
Victory RS International Fund Class R6		27,363		3,057		(3,357	)		(530	)		53		(4,210	)		22,323		568
Victory Sophus Emerging Markets Fund Class R6		3,533		2,826		(652	)		(381	)		—		(1,084	)		4,242		140
Victory Trivalent International Fund — Core Equity Class R6		16,222		2,757		—			—			—		(3,543	)		15,436		414
VictoryShares Dividend Accelerator ETF				11,350		(10,008	)		2,573			—		(3,915	)		—		96
VictoryShares ESG Corporate Bond ETF		44,104		2,996		—			—			—		(8,803	)		38,297		1,040
VictoryShares WestEnd US Sector ETF		—		7,769		—			—			—		282			8,051		32
VictoryShares International Volatility Wtd ETF		8,097		—		—			—			—		(1,452	)		6,645		160
VictoryShares Nasdaq Next 50 ETF		5,077		—		—			—			—		(1,494	)		3,583		32
VictoryShares US Multi-Factor Minimum Volatility ETF		6,705		—		(742	)		182			—		(739	)		5,406		110
VictoryShares USAA Core Short-Term Bond ETF		22,770		—		—			—			—		(1,194	)		21,576		549
VictoryShares Emerging Markets Value Momentum ETF		21,864		—		(6,613	)		(1,609	)		—		(2,136	)		11,506		573
VictoryShares International Value Momentum ETF		22,487		—		(788	)		(37	)		—		(3,396	)		18,266		553

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021			Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares US Small Mid Cap Value Momentum ETF	$	6,388		$	—	$	—		$	—		$	—	$	(921	)	$	5,467	$	78
VictoryShares US Value Momentum ETF		18,204			—		(4,479	)		1,014			—		(2,725	)		12,014		246
	$	804,183		$	90,372	$	(132,665	)	$	(104	)	$	4,830	$	(108,209	)	$	653,577	$	19,771
Target 2030 Fund
USAA 500 Index Fund Reward Shares	$	19,595		$	55,142	$	—		$	—		$	816	$	(12,865	)	$	61,872	$	894
USAA Global Managed Volatility Fund Institutional Shares		150,749			9,332		(12,790	)		(1,142	)		5,248		(30,839	)		115,310		4,084
USAA Government Securities Fund Institutional Shares		202,603			6,479		(7,618	)		(1,007	)		—		(19,602	)		180,855		3,998
USAA Growth Fund Institutional Shares		61,543			1,874		(19,926	)		3,820			1,875		(22,685	)		24,626		—
USAA High Income Fund Institutional Shares		55,362			6,561		(9,213	)		(265	)		—		(8,306	)		44,139		2,740
USAA Income Fund Institutional Shares		19,232			150		(18,088	)		2,013			—		(3,307	)		—		150
USAA Income Stock Fund Institutional Shares		31,911	*		1,399		(16,287	)		1,101			957		(3,526	)		14,598		442
USAA Intermediate-Term Bond Fund Institutional Shares		48,542			13,296		—			—			—		(8,260	)		53,578		1,563
USAA Precious Metals and Minerals Fund Institutional Shares		4,816			47		—			—			—		(609	)		4,254		47
USAA Short-Term Bond Fund Institutional Shares		60,433			1,441		—			—			—		(3,172	)		58,702		1,440
USAA Small Cap Stock Fund Institutional Shares		24,732			4,728		(1,113	)		(231	)		1,275		(5,855	)		22,261		—
USAA Target Managed Allocation Fund		133,282			4,343		(5,905	)		(38	)		619		(30,431	)		101,251		3,724
Victory Integrity Mid-Cap Value Fund Class R6		35,801			1,522		(7,674	)		1,457			1,095		(5,027	)		26,079		428
Victory Market Neutral Income Fund Class I		22,566			2,441		—			—			727		(3,019	)		21,988		1,715
Victory RS International Fund Class R6		67,849			2,683		(5,010	)		(979	)		130		(11,041	)		53,502		1,362
Victory Sophus Emerging Markets Fund Class R6		8,400			3,470		—			—			—		(2,901	)		8,969		295
Victory Trivalent International Fund — Core Equity Class R6		52,648			1,109		(2,141	)		(505	)		—		(9,756	)		41,355		1,109
VictoryShares Dividend Accelerator ETF		35,538			—		(31,458	)		6,648			—		(10,728	)		—		344

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares ESG Corporate Bond ETF	$	36,753	$	6,946	$	—		$	—		$	—	$	(8,057	)	$	35,642	$	968
USAA NASDAQ-100 Index Fund R6 Shares		—		6,088		—			—			65		(242	)		5,846		22
VictoryShares International Volatility Wtd ETF		23,623		—		(1,373	)		156			—		(4,151	)		18,255		439
VictoryShares Nasdaq Next 50 ETF		23,708		—		—			—			—		(6,976	)		16,732		151
VictoryShares WestEnd U.S. Sector ETF		—		29,964		—			—			—		724			30,688		121
VictoryShares US Multi-Factor Minimum Volatility ETF		13,705		—		(2,434	)		488			—		(1,680	)		10,079		215
VictoryShares USAA Core Short-Term Bond ETF		42,845		—		—			—			—		(2,245	)		40,600		1,033
VictoryShares Emerging Markets Value Momentum ETF		43,138		—		(9,486	)		(3,047	)		—		(4,393	)		26,212		1,161
VictoryShares International Value Momentum ETF		64,472		—		(4,705	)		(826	)		—		(8,944	)		49,997		1,576
VictoryShares US Small Mid Cap Value Momentum ETF		22,453		2,291		—			—			—		(3,078	)		21,666		294
VictoryShares US Value Momentum ETF		61,712		—		(15,885	)		3,704			—		(9,265	)		40,266		829
	$	1,368,011	$	161,306	$	(171,106	)	$	11,347		$	12,807	$	(240,236	)	$	1,129,322	$	31,144
Target 2040 Fund
USAA 500 Index Fund Reward Shares	$	48,446	$	73,655	$	(1,015	)	$	(215	)	$	1,306	$	(21,896	)	$	98,975	$	1,455
USAA Global Managed Volatility Fund Institutional Shares		224,953		14,313		(12,665	)		(1,703	)		8,038		(47,433	)		177,465		6,275
USAA Government Securities Fund Institutional Shares		101,182		4,086		(997	)		(158	)		—		(10,264	)		93,849		2,038
USAA Growth Fund Institutional Shares		95,737		2,971		(28,286	)		(916	)		2,971		(29,195	)		40,311		—
USAA High Income Fund Institutional Shares		50,434		6,582		(2,373	)		82			—		(8,219	)		46,506		2,704
USAA Income Fund Institutional Shares		8,743		23		(8,418	)		1,164			—		(1,512	)		—		24
USAA Income Stock Fund Institutional Shares		46,170		2,269		(20,845	)		1,258			1,556		(5,111	)		23,741		713
USAA Intermediate-Term Bond Fund Institutional Shares		38,930		1,083		(997	)		(245	)		—		(5,765	)		33,006		1,083
USAA NASDAQ-100 Index Fund R6 Shares		—		11,244		—			—			196		(641	)		10,603		48
USAA Precious Metals and Minerals Fund Institutional Shares		5,355		53		—			—			—		(677	)		4,731		52

45

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
USAA Short-Term Bond Fund Institutional Shares	$	22,178	$	529	$	—		$	—		$	—	$	(1,164	)	$	21,543	$	529
USAA Small Cap Stock Fund Institutional Shares		33,348		5,880		—			—			1,769		(8,320	)		30,908		—
USAA Target Managed Allocation Fund		204,213		6,640		(9,378	)		(108	)		947		(46,541	)		154,826		5,694
Victory Integrity Mid-Cap Value Fund Class R6		50,790		2,438		(5,837	)		625			1,752		(6,284	)		41,732		686
Victory Market Neutral Income Fund Class I		13,946		1,509		—			—			449		(1,866	)		13,589		1,060
Victory RS International Fund Class R6		103,448		5,302		(4,088	)		(612	)		209		(17,530	)		86,520		2,202
Victory Sophus Emerging Markets Fund Class R6		13,829		5,598		(1,966	)		(1,325	)		—		(3,388	)		12,748		419
Victory Trivalent International Fund — Core Equity Class R6		76,159		1,690		—			—			—		(14,816	)		63,033		1,691
VictoryShares Dividend Accelerator ETF		53,451		—		(47,456	)		9,830			—		(15,825	)		—		537
VictoryShares ESG Corporate Bond ETF		16,649		4,901		—			—			—		(3,944	)		17,606		478
VictoryShares WestEnd U.S. Sector ETF		—		50,114		—			—			—		1,169			51,283		202
VictoryShares International Volatility Wtd ETF		33,348		—		(1,624	)		184			—		(5,878	)		26,030		626
VictoryShares Nasdaq Next 50 ETF		37,822		1,593		—			—			—		(11,443	)		27,972		253
VictoryShares US Multi-Factor Minimum Volatility ETF		22,618		—		(4,398	)		951			—		(2,821	)		16,350		347
VictoryShares USAA Core Short-Term Bond ETF		25,314		—		—			—			—		(1,326	)		23,988		610
VictoryShares Emerging Markets Value Momentum ETF		61,291		—		(6,815	)		(2,468	)		—		(8,321	)		43,687		1,721
VictoryShares International Value Momentum ETF		94,603		—		(5,193	)		(893	)		—		(13,572	)		74,945		2,331
VictoryShares US Small Mid Cap Value Momentum ETF		30,080		2,652		—			—			—		(4,153	)		28,579		391
VictoryShares US Value Momentum ETF		100,547		—		(27,981	)		6,404			—		(15,444	)		63,526		1,324
	$	1,613,584	$	205,125	$	(190,332	)	$	11,855		$	19,193	$	(312,180	)	$	1,328,052	$	35,493
Target 2050 Fund
USAA 500 Index Fund Reward Shares	$	41,487	$	46,608	$	(1,015	)	$	(215	)	$	934	$	(16,100	)	$	70,765	$	1,051
USAA Global Managed Volatility Fund Institutional Shares		148,680		9,851		(3,185	)		(590	)		5,532		(32,613	)		122,143		4,319

46

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
USAA Government Securities Fund Institutional Shares	$	21,845	$	2,453	$	—		$	—		$	—	$	(2,311	)	$	21,987	$	453
USAA Growth Fund Institutional Shares		61,420		1,773		(18,978	)		(123	)		1,773		(19,031	)		25,061		—
USAA High Income Fund Institutional Shares		10,632		557		—			—			—		(1,708	)		9,481		556
USAA Income Fund Institutional Shares		3,560		16		(3,366	)		(6	)		—		(204	)		—		15
USAA Income Stock Fund Institutional Shares		31,299		1,578		(13,685	)		949			1,085		(3,595	)		16,546		494
USAA Intermediate-Term Bond Fund Institutional Shares		16,408		461		—			—			—		(2,530	)		14,339		461
USAA NASDAQ-100 Index Fund R6 Shares		—		7,308		—			—			166		(585	)		6,723		42
USAA Precious Metals and Minerals Fund Institutional Shares		3,009		30		—			—			—		(381	)		2,658		30
USAA Short-Term Bond Fund Institutional Shares		2,875		68		—			—			—		(151	)		2,792		69
USAA Small Cap Stock Fund Institutional Shares		23,821		3,693		—			—			1,230		(6,026	)		21,488		—
USAA Target Managed Allocation Fund		137,247		6,292		(6,540	)		(630	)		655		(31,057	)		105,312		3,937
Victory Integrity Mid-Cap Value Fund Class R6		34,873		1,652		(4,433	)		569			1,187		(4,372	)		28,289		465
Victory Market Neutral Income Fund Class I		6,552		709		—			—			211		(877	)		6,384		498
Victory RS International Fund Class R6		71,191		5,280		(6,512	)		(1,126	)		140		(11,273	)		57,560		1,465
Victory Sophus Emerging Markets Fund Class R6		10,871		3,181		—			—			—		(3,416	)		10,636		350
Victory Trivalent International Fund — Core Equity Class R6		51,935		1,153		—			—			—		(10,104	)		42,984		1,153
VictoryShares Dividend Accelerator ETF		35,850		—		(31,602	)		6,568			—		(10,816	)		—		376
VictoryShares ESG Corporate Bond ETF		7,093		3,062		—			—			—		(1,714	)		8,441		222
VictoryShares International Volatility Wtd ETF		21,068		—		—			—			—		(3,778	)		17,290		416
VictoryShares Nasdaq Next 50 ETF		23,743		2,888		—			—			—		(7,567	)		19,064		172
VictoryShares WestEnd U.S. Sector ETF		—		35,769		—			—			—		947			36,716		144
VictoryShares US Multi-Factor Minimum Volatility ETF		14,902		—		(1,847	)		453			—		(1,676	)		11,832		242

47

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
VictoryShares Emerging Markets Value Momentum ETF	$	40,331	$	—	$	(3,558	)	$	(1,179	)	$	—	$	(5,827	)	$	29,767	$	1,130
VictoryShares International Value Momentum ETF		60,755		—		—			—			—		(9,636	)		51,119		1,548
VictoryShares US Small Mid Cap Value Momentum ETF		18,568		1,589		—			—			—		(2,567	)		17,590		241
VictoryShares US Value Momentum ETF		66,197		—		(16,658	)		3,709			—		(9,891	)		43,357		907
	$	966,212	$	135,971	$	(111,379	)	$	8,379		$	12,913	$	(198,859	)	$	800,324	$	20,756
Target 2060 Fund
USAA 500 Index Fund Reward Shares	$	9,517	$	3,540	$	(254	)	$	(54	)	$	136	$	(2,433	)	$	10,316	$	153
USAA NASDAQ-100 Index Fund R6 Shares		—		1,299		—			—			41		(129	)		1,170		8
USAA Global Managed Volatility Fund Institutional Shares		20,884		1,420		—			—			797		(4,698	)		17,606		623
USAA Government Securities Fund Institutional Shares		4,822		95		—			—			—		(488	)		4,429		95
USAA Growth Fund Institutional Shares		6,822		687		(1,216	)		(173	)		248		(2,336	)		3,784		—
USAA Income Fund Institutional Shares		448		2		(423	)		(1	)		—		(26	)		—		2
USAA Income Stock Fund Institutional Shares		3,372		219		(947	)		74			150		(428	)		2,290		69
USAA Intermediate-Term Bond Fund Institutional Shares		2,341		1,074		—			—			—		(351	)		3,064		76
VictoryShares WestEnd U.S. Sector ETF		—		5,379		—			—			—		151			5,530		22
USAA Precious Metals and Minerals Fund Institutional Shares		374		3		—			—			—		(47	)		330		4
USAA Short-Term Bond Fund Institutional Shares		1		—		—			—			—		—	*		1		—
USAA Small Cap Stock Fund Institutional Shares		3,341		757		—			—			184		(887	)		3,211		—
USAA Target Managed Allocation Fund		19,308		779		(377	)		(43	)		93		(4,514	)		15,153		561
Victory Integrity Mid-Cap Value Fund Class R6		4,804		241		(365	)		(24	)		173		(535	)		4,121		68
Victory RS International Fund Class R6		10,146		1,062		(769	)		(133	)		21		(1,672	)		8,634		220
Victory Sophus Emerging Markets Fund Class R6		1,753		848		(476	)		(231	)		—		(347	)		1,547		51

48

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)			Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Victory Trivalent International Fund — Core Equity Class R6	$	7,272	$	438	$	—		$	—		$	—	$	(1,457	)	$	6,253	$	168
VictoryShares Dividend Accelerator ETF		5,000		—		(4,380	)		943			—		(1,563	)		—		52
VictoryShares ESG Corporate Bond ETF		665		384		—			—			—		(173	)		876		23
VictoryShares International Volatility Wtd ETF		3,413		—		—			—			—		(612	)		2,801		67
VictoryShares Nasdaq Next 50 ETF		3,354		407		—			—			—		(1,069	)		2,692		24
VictoryShares US Multi-Factor Minimum Volatility ETF		1,966		—		(130	)		32			—		(203	)		1,665		34
VictoryShares Emerging Markets Value Momentum ETF		5,819		—		(490	)		(155	)		—		(852	)		4,322		162
VictoryShares International Value Momentum ETF		8,725		—		—			—			—		(1,384	)		7,341		221
VictoryShares US Small Mid Cap Value Momentum ETF		2,837		227		—			—			—		(393	)		2,671		37
VictoryShares US Value Momentum ETF		8,182		—		(1,248	)		254			—		(1,093	)		6,095		127
	$	135,166	$	18,861	$	(11,075	)	$	489		$	1,843	$	(27,539	)	$	115,902	$	2,867

*  Rounds to less than $1 thousand.

9. Subsequent Event

On June 29, 2022, the Board approved a change to the Funds' fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current names of the Funds in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA Target Retirement Income Fund	Victory Target Retirement Income Fund
USAA Target Retirement 2030 Fund	Victory Target Retirement 2030 Fund
USAA Target Retirement 2040 Fund	Victory Target Retirement 2040 Fund
USAA Target Retirement 2050 Fund	Victory Target Retirement 2050 Fund
USAA Target Retirement 2060 Fund	Victory Target Retirement 2060 Fund

49

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

50

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of USAA Target Retirement Income Fund, USAA Target Retirement 2030 Fund, USAA Target Retirement 2040 Fund, USAA Target Retirement 2050 Fund and USAA Target Retirement 2060 Fund and the Board of Trustees of USAA Mutual Funds Trust

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of USAA Target Retirement Income Fund, USAA Target Retirement 2030 Fund, USAA Target Retirement 2040 Fund, USAA Target Retirement 2050 Fund and USAA Target Retirement 2060 Fund (collectively referred to as the "Funds") (five of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedules of portfolio investments, as of December 31, 2022, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the 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 each of the Funds (five of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their 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 each of the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the 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 December 31, 2022, by correspondence with the custodian, and transfer agent. 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
February 28, 2023

51

USAA Mutual Funds Trust Supplemental Information
December 31, 2022

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

52

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December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

53

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December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

54

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

55

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December 31, 2022

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

56

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  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

57

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  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures the Funds use 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 Funds' Statement of Additional Information, which is available on the SEC's website at sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

As a shareholder of a 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 a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2022, through December 31, 2022.

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

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

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

	Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22- 12/31/22*		Hypothetical Expenses Paid During Period 7/1/22- 12/31/22*		Annualized Expense Ratio During Period 7/1/22- 12/31/22
Target Income Fund	$	1,000.00	$	1,001.90	$	1,025.00	$	0.20	$	0.20		0.04	%
Target 2030 Fund		1,000.00		1,012.50		1,025.05		0.15		0.15		0.03	%
Target 2040 Fund		1,000.00		1,021.80		1,025.10		0.10		0.10		0.02	%
Target 2050 Fund		1,000.00		1,024.20		1,025.05		0.15		0.15		0.03	%
Target 2060 Fund		1,000.00		1,023.50		1,024.70		0.51		0.51		0.10	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

58

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended December 31, 2022, 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 2023.

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 December 31, 2022 (amounts in thousands):

For the year ended December 31, 2022, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

	Percent
Target Income Fund		26	%
Target 2030 Fund		39	%
Target 2040 Fund		50	%
Target 2050 Fund		58	%
Target 2060 Fund		59	%

For the year ended December 31, 2022, dividends qualified for corporate dividends received deductions of:

	Percent
Target Income Fund		9	%
Target 2030 Fund		16	%
Target 2040 Fund		21	%
Target 2050 Fund		24	%
Target 2060 Fund		23	%

For the year ended December 31, 2022, the following Funds designated short-term capital gain distributions (in thousands):

	Amount
Target Income Fund	$	33
Target 2030 Fund		190
Target 2040 Fund		148
Target 2060 Fund		69

For the year ended December 31, 2022, the following Funds designated long-term capital gain distributions (in thousands):

	Amount
Target Income Fund	$	23,237
Target 2030 Fund		71,384
Target 2040 Fund		98,117
Target 2050 Fund		64,971
Target 2060 Fund		9,058

The following Funds intend to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on December 31, 2022, were as follows:

	Foreign Source Income		Foreign Tax Expense
Target Income Fund		0.04		0.01
Target 2030 Fund		0.06		0.01
Target 2040 Fund		0.07		0.01
Target 2050 Fund		0.08		0.01
Target 2060 Fund		0.08		0.01

59

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Target Retirement Funds

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 each of the Target Retirement Income Fund, Target Retirement 2030 Fund, Target Retirement 2040 Fund, Target Retirement 2050 Fund and Target Retirement 2060 Fund (each, a "Fund" and together, the "Funds"). Prior to the December 8-9, 2022 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 21, 2022.

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 Funds' investment performance, expenses, and fees to comparable investment companies; (ii) information concerning the services rendered to the Funds, as well as information regarding the Adviser's revenues and costs of providing services to the Funds 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 each Fund. The Independent Trustees also reviewed the proposed continuation of the Advisory Agreement with respect to each 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 Funds' 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 Funds. 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. The Board also recognized that the contractual arrangements for each Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

Advisory Agreement

After full consideration of a variety of factors, the Board, including the Independent Trustees, voted to approve the Advisory Agreement with respect to each Fund. 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 Funds by the Adviser under the Advisory Agreement, as well as other services provided by the Adviser and its

60

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

affiliates under other agreements, and the personnel who provide these services. In addition to the investment advisory services provided to the Funds, 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 Funds 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 Funds' compliance programs, (ii) risk management programs, (iii) liquidity risk management program, (iv) derivatives risk management program, and (v) 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 Funds, 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 Adviser's role in coordinating the activities of the Funds' 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 Funds, as well as the other funds in the Trust.

The Board also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting. 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 each Fund's advisory fees and total expense ratio as compared to other open-end investment companies deemed to be comparable to the Funds as determined by the independent third party in its report. Each 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"). The Board noted that the Adviser does not receive a management fee from the Funds. The data indicated that each Fund's total expenses, which included underlying fund expenses, and after fee waivers and reimbursements, if applicable, were below the median of its respective expense group and its respective expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for each Fund. The Board took into account the various other services provided to the Funds by the Adviser and its affiliates, and noted the high quality of services received by the Funds.

In considering the Funds' performance, the Board noted that it reviews at its regularly scheduled meetings information about the Funds' 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 Funds' average annual total returns relative to their Lipper indexes and other mutual funds deemed to be in their peer groups by the independent third party in its report (the "performance universe"). Each 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 performance of the Target Retirement Income Fund was above the average of its performance universe for the one-, three-, five- and ten-year periods ended June 30, 2022, and was above its Lipper index for the one-, three- and ten-year periods ended June 30, 2022, and was below its Lipper index for the five-year period ended June 30, 2022; the performance of each of the Target Retirement 2030 Fund, Target Retirement 2040 Fund and Target Retirement 2050 Fund was above the average of its respective performance universe and its respective Lipper index for the one-year period ended June 30, 2022, and was below the average of its respective performance universe and

61

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

its respective Lipper index for the three-, five- and ten-year periods ended June 30, 2022; and the performance of the Target Retirement 2060 Fund was above the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was below the average of its performance universe and its Lipper index for the three- and five-year periods ended June 30, 2022. The Board took into account management's discussion of the Funds' performance, including the more recent improved performance for each of the Target Retirement 2030 Fund, Target Retirement 2040 Fund, Target Retirement 2050 Fund and Target Retirement 2060 Fund, as well as the reasons for the Funds' underperformance for certain periods.

Compensation and Profitability — The Board took into consideration that the Adviser does not receive a management fee from the Funds. 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 revenues from the Funds. This information included a review of the methodology used in the allocation of certain costs to the Funds. In considering the profitability data with respect to the Funds, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees to certain Fund(s). The Trustees reviewed the profitability of the Adviser's relationship with the Funds 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 each Fund 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 took into account the Adviser's receipt of management fees from the underlying funds in which the Funds invest. 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 Funds. 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 Funds and the entrepreneurial and other risks that it assumes as Adviser.

Economies of Scale — With respect to the consideration of any economies of scale to be realized by the Funds, the Board took into account that the Adviser does not receive any management fees under the Advisory Agreement. The Board took into account management's discussion of the Funds' current management fee structure. The Board also considered the expense reimbursement arrangement by the Adviser. The Board also considered the effect of each Fund's change in size, if any, on its performance and fees, noting that each 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 Advisory Agreement with the Adviser with respect to each Fund: (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 each Fund is reasonable in relation to the performance of funds with similar investment objectives and to relevant indices in view of the Fund's investment approach and the Adviser is appropriately monitoring the Fund's performance; (iv) each 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 each Fund is reasonable in light of the nature and high quality of services provided by the Adviser and its affiliates and the type of funds. Based on its conclusions, the Board determined that continuation of the Advisory Agreement would be in the best interests of each Fund and its shareholders.

62

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.

15935 La Cantera Pkwy
Building Two
San Antonio, Texas 78256

Visit our website at:	Call
vcm.com	(800) 235-8396

88214-0223

DECEMBER 31, 2022

Annual Report

USAA 500 Index Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Manager's 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	20
Statement of Operations	21
Statements of Changes in Net Assets	22
Financial Highlights	23
Notes to Financial Statements	25
Report of Independent Registered Public Accounting Firm	35
Supplemental Information (Unaudited)	36
Trustee and Officer Information	36
Proxy Voting and Portfolio Holdings Information	42
Expense Examples	42
Additional Federal Income Tax Information	43
Advisory Contract Approval	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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA 500 Index Fund

Manager's Commentary

(Unaudited)

•  What were the market conditions over the reporting period?

At the beginning of the reporting period, the Russian invasion of Ukraine in February of 2022 added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish U.S. Federal Reserve (the "Fed"), and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500^® Index also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets remained focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

The second quarter of 2022 saw continued pressure on stocks and bonds. The Fed's hawkish pivot, which started in the fourth quarter of 2021 continued to put pressure on equity multiples, especially for long-duration growth stocks. With inflation readings hitting four-decade highs, the Fed now faced an increasingly difficult task of implementing policy strong enough to tame inflation and provide a "soft landing" for the economy, while not being too aggressive and tilting the economy into recession. This risk contributed to the heightened stock market volatility, in addition to mounting COVID-19 related lockdowns in China, rising oil prices, and the ongoing conflict between Russia and the Ukraine.

In the third quarter, global equities declined, continuing the downward trend from the first half of 2022. The quarter began with a rally that continued into mid-August, on hopes that the Fed would pivot toward a more accommodative policy. However, messaging from the Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding a recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100^th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global Equities rebounded in the fourth quarter, trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from the Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 bps in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

4

USAA 500 Index Fund

Manager's Commentary (continued)

•  How did the USAA 500 Index Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Member Shares and Reward Shares. For the reporting period ended December 31, 2022, the Fund closely tracked its benchmark, the Victory US Large Cap 500 Index (the "Index"), with the Member Shares and Reward Shares returning -19.38% and -19.31%, respectively, versus the Index, which returned -19.15%. The Index emphasizes large U.S. company stocks and is not available for direct investment.

•  Please describe sector performance during the reporting period.

During the year, the Fund's positive absolute returns in the energy and utilities sectors were not enough to offset the negative performance in the other 9 sectors. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

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

5

USAA 500 Index Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Member Shares			Reward Shares
INCEPTION DATE	5/1/96			5/1/02
	Net Asset Value			Net Asset Value			Victory US Large Cap 500 Index1			S&P 500® Index2
One Year		–19.38	%		–19.31	%		–19.15	%		–18.10	%
Five Year		9.28	%		9.39	%		9.63	%		9.42	%
Ten Year		12.35	%		12.46	%		12.69	%		12.55	%

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

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 500 Index Fund — Growth of $10,000

¹The Victory US Large Cap 500 Index emphasizes stocks of large U.S. companies. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

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

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA 500 Index Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index (the "Index"). The Index emphasizes stocks of large U.S. companies.

Sector Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

7

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Common Stocks (99.6%)
Communication Services (7.4%):
Activision Blizzard, Inc.		202,052	$	15,467
Alphabet, Inc. Class A (a)		1,647,480		145,357
Alphabet, Inc. Class C (a)		1,473,228		130,720
AT&T, Inc.		1,957,962		36,046
Charter Communications, Inc. Class A (a)		30,458		10,328
Comcast Corp. Class A		1,197,900		41,891
Electronic Arts, Inc.		71,813		8,774
Endeavor Group Holdings, Inc. Class A (a)		49,479		1,115
Fox Corp. Class A		82,524		2,506
Fox Corp. Class B		38,001		1,081
Liberty Media Corp.-Liberty SiriusXM Class A (a)		25,875		1,017
Liberty Media Corp.-Liberty SiriusXM Class C (a)		54,108		2,117
Live Nation Entertainment, Inc. (a)		39,176		2,732
Match Group, Inc. (a)		77,754		3,226
Meta Platforms, Inc. Class A (a)		620,378		74,656
Netflix, Inc. (a)		119,745		35,310
Omnicom Group, Inc.		55,720		4,545
Paramount Global Class A		2,572		50
Paramount Global Class B (b)		158,813		2,681
Pinterest, Inc. Class A (a)		158,552		3,850
ROBLOX Corp. Class A (a)		114,651		3,263
Sirius XM Holdings, Inc. (b)		181,898		1,062
Snap, Inc. Class A (a)		283,577		2,538
Take-Two Interactive Software, Inc. (a)		42,136		4,388
The Trade Desk, Inc. Class A (a)		120,780		5,415
The Walt Disney Co. (a)		500,909		43,519
T-Mobile U.S., Inc. (a)		151,608		21,225
Verizon Communications, Inc.		1,153,927		45,465
Warner Bros Discovery, Inc. (a)		606,982		5,754
Warner Music Group Corp. Class A		31,666		1,109
ZoomInfo Technologies, Inc. (a)		80,921		2,437
				659,644
Communications Equipment (0.8%):
Arista Networks, Inc. (a)		64,376		7,812
Cisco Systems, Inc.		1,137,784		54,204
Motorola Solutions, Inc.		45,854		11,817
Ubiquiti, Inc.		1,162		318
				74,151
Consumer Discretionary (9.4%):
Airbnb, Inc. Class A (a)		104,193		8,908
Amazon.com, Inc. (a)		2,435,273		204,563
AutoZone, Inc. (a)		5,354		13,204
Best Buy Co., Inc.		55,062		4,416
Booking Holdings, Inc. (a)		11,050		22,269
CarMax, Inc. (a)		43,733		2,663
Chewy, Inc. Class A (a)		25,434		943

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Chipotle Mexican Grill, Inc. (a)		7,552	$	10,478
D.R. Horton, Inc.		84,973		7,574
Darden Restaurants, Inc.		34,272		4,741
Dollar General Corp.		61,979		15,262
Dollar Tree, Inc. (a)		60,914		8,616
Domino's Pizza, Inc.		9,761		3,381
DoorDash, Inc. Class A (a)		69,831		3,409
DraftKings, Inc. (a) (b)		104,757		1,193
eBay, Inc.		150,946		6,260
Etsy, Inc. (a)		34,440		4,125
Expedia Group, Inc. (a)		41,356		3,623
Ford Motor Co.		1,085,146		12,620
General Motors Co.		400,618		13,477
Genuine Parts Co.		38,083		6,608
Hilton Worldwide Holdings, Inc.		73,857		9,333
Las Vegas Sands Corp. (a)		90,284		4,340
Lennar Corp. Class A		68,660		6,214
Lennar Corp. Class B		4,000		299
LKQ Corp.		74,638		3,986
Lowe's Cos., Inc.		170,546		33,980
Lucid Group, Inc. (a) (b)		147,080		1,005
Marriott International, Inc. Class A		76,690		11,418
McDonald's Corp.		202,148		53,272
MGM Resorts International		89,648		3,006
NIKE, Inc. Class B		343,733		40,220
NVR, Inc. (a)		848		3,911
O'Reilly Automotive, Inc. (a)		17,224		14,538
Pool Corp.		10,552		3,190
Rivian Automotive, Inc. Class A (a)		139,768		2,576
Ross Stores, Inc.		92,499		10,736
Starbucks Corp.		305,805		30,336
Target Corp.		126,463		18,848
Tesla, Inc. (a)		714,598		88,024
The Home Depot, Inc.		281,282		88,846
The TJX Cos., Inc.		319,015		25,394
Tractor Supply Co.		30,194		6,793
Ulta Beauty, Inc. (a)		13,933		6,536
VF Corp.		101,407		2,800
Yum! Brands, Inc.		78,182		10,014
				837,948
Consumer Staples (7.3%):
Albertsons Cos., Inc. Class A		47,008		975
Altria Group, Inc.		494,800		22,617
Archer-Daniels-Midland Co.		152,481		14,158
Brown-Forman Corp. Class B		83,453		5,481
Bunge Ltd.		41,319		4,122
Campbell Soup Co.		54,507		3,093
Church & Dwight Co., Inc.		66,743		5,380
Colgate-Palmolive Co.		230,236		18,140
Conagra Brands, Inc.		130,738		5,060

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Constellation Brands, Inc. Class A		46,593	$	10,798
Costco Wholesale Corp.		121,710		55,561
General Mills, Inc.		164,077		13,758
Hormel Foods Corp.		79,540		3,623
Kellogg Co.		92,516		6,591
Keurig Dr Pepper, Inc.		233,457		8,325
Kimberly-Clark Corp.		92,766		12,593
McCormick & Co., Inc.		68,820		5,705
Mondelez International, Inc. Class A		376,581		25,099
Monster Beverage Corp. (a)		101,338		10,289
PepsiCo, Inc.		379,196		68,506
Philip Morris International, Inc.		425,928		43,108
Sysco Corp.		139,060		10,631
The Clorox Co.		33,841		4,749
The Coca-Cola Co.		1,176,366		74,829
The Estee Lauder Cos., Inc.		63,570		15,772
The Hershey Co.		40,354		9,345
The J.M. Smucker Co.		28,400		4,500
The Kraft Heinz Co.		303,035		12,337
The Kroger Co.		194,644		8,677
The Procter & Gamble Co.		656,561		99,508
Tyson Foods, Inc. Class A		77,189		4,805
Walgreens Boots Alliance, Inc.		197,097		7,364
Walmart, Inc.		387,802		54,986
				650,485
Electronic Equipment, Instruments & Components (0.5%):
Amphenol Corp. Class A		161,802		12,320
CDW Corp.		37,160		6,636
Corning, Inc.		209,036		6,677
Keysight Technologies, Inc. (a)		48,635		8,320
Teledyne Technologies, Inc. (a)		12,748		5,098
Trimble, Inc. (a)		68,047		3,440
Zebra Technologies Corp. (a)		14,088		3,612
				46,103
Energy (5.6%):
APA Corp.		89,718		4,188
Baker Hughes Co.		275,213		8,127
Cheniere Energy, Inc.		67,945		10,189
Chesapeake Energy Corp.		30,891		2,915
Chevron Corp.		537,831		96,535
ConocoPhillips		349,783		41,274
Coterra Energy, Inc.		214,228		5,264
Devon Energy Corp.		178,116		10,956
Diamondback Energy, Inc.		46,421		6,349
EOG Resources, Inc.		161,023		20,856
EQT Corp.		96,568		3,267
Exxon Mobil Corp.		1,145,113		126,306
Halliburton Co.		249,195		9,806
Hess Corp.		76,564		10,858

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Kinder Morgan, Inc.		538,566	$	9,737
Marathon Oil Corp.		186,175		5,040
Marathon Petroleum Corp.		137,004		15,946
Occidental Petroleum Corp.		255,940		16,122
ONEOK, Inc.		121,553		7,986
Ovintiv, Inc.		69,173		3,508
Phillips 66		132,175		13,757
Pioneer Natural Resources Co.		63,610		14,528
Schlumberger Ltd.		388,622		20,776
Targa Resources Corp.		61,005		4,484
Texas Pacific Land Corp.		2,122		4,974
The Williams Cos., Inc.		334,807		11,015
Valero Energy Corp.		108,249		13,732
				498,495
Financials (11.5%):
Aflac, Inc.		158,001		11,367
American Express Co.		206,003		30,437
American International Group, Inc.		208,934		13,213
Ameriprise Financial, Inc.		29,720		9,254
Apollo Global Management, Inc.		117,665		7,506
Arch Capital Group Ltd. (a)		98,383		6,176
Ares Management Corp. Class A		37,330		2,555
Arthur J. Gallagher & Co.		57,215		10,787
Bank of America Corp.		2,207,787		73,122
Berkshire Hathaway, Inc. Class A (a)		98		45,934
Berkshire Hathaway, Inc. Class B (a)		357,502		110,432
BlackRock, Inc.		40,795		28,909
Blackstone, Inc.		190,866		14,160
Brown & Brown, Inc.		64,415		3,670
Capital One Financial Corp.		104,404		9,705
Cincinnati Financial Corp.		42,867		4,389
Citigroup, Inc.		533,568		24,133
Citizens Financial Group, Inc.		134,823		5,308
CME Group, Inc.		98,759		16,607
Coinbase Global, Inc. Class A (a) (b)		41,785		1,479
Discover Financial Services		75,057		7,343
FactSet Research Systems, Inc.		10,435		4,187
Fifth Third Bancorp		186,654		6,124
First Citizens BancShares, Inc. Class A		2,745		2,082
First Republic Bank		49,348		6,015
Franklin Resources, Inc. (b)		78,050		2,059
Huntington Bancshares, Inc.		392,299		5,531
Intercontinental Exchange, Inc.		151,909		15,584
JPMorgan Chase & Co.		797,705		106,972
KeyCorp		256,260		4,464
Loews Corp.		54,949		3,205
LPL Financial Holdings, Inc.		21,699		4,691
M&T Bank Corp.		47,770		6,930
Markel Corp. (a)		3,653		4,813
Marsh & McLennan Cos., Inc.		137,112		22,689

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
MetLife, Inc.		184,090	$	13,323
Moody's Corp.		50,419		14,048
Morgan Stanley		367,942		31,282
MSCI, Inc.		21,456		9,981
Nasdaq, Inc.		93,130		5,714
Northern Trust Corp.		56,112		4,965
Principal Financial Group, Inc.		67,796		5,689
Prudential Financial, Inc.		102,212		10,166
Raymond James Financial, Inc.		53,371		5,703
Regions Financial Corp.		256,738		5,535
Rocket Cos., Inc. Class A (b)		28,239		198
S&P Global, Inc.		91,634		30,692
State Street Corp.		101,008		7,835
SVB Financial Group (a)		16,071		3,699
Synchrony Financial		131,046		4,306
T. Rowe Price Group, Inc.		61,204		6,675
The Allstate Corp.		73,525		9,970
The Bank of New York Mellon Corp.		222,037		10,107
The Charles Schwab Corp.		464,500		38,674
The Goldman Sachs Group, Inc.		93,423		32,080
The Hartford Financial Services Group, Inc.		88,788		6,733
The PNC Financial Services Group, Inc.		112,687		17,798
The Progressive Corp.		160,713		20,846
The Travelers Cos., Inc.		65,205		12,225
Tradeweb Markets, Inc. Class A		29,238		1,898
Truist Financial Corp.		364,444		15,682
U.S. Bancorp		408,239		17,803
W.R. Berkley Corp.		57,581		4,179
Wells Fargo & Co.		1,042,190		43,032
				1,022,670
Health Care (15.7%):
Abbott Laboratories		476,359		52,300
AbbVie, Inc.		485,808		78,511
Agilent Technologies, Inc.		81,341		12,173
Align Technology, Inc. (a)		20,174		4,255
Alnylam Pharmaceuticals, Inc. (a)		32,649		7,759
AmerisourceBergen Corp.		42,141		6,983
Amgen, Inc.		146,979		38,603
Avantor, Inc. (a)		179,644		3,789
Baxter International, Inc.		138,374		7,053
Becton Dickinson and Co.		78,361		19,927
Biogen, Inc. (a)		39,872		11,041
BioMarin Pharmaceutical, Inc. (a)		49,942		5,169
Bio-Rad Laboratories, Inc. Class A (a)		5,875		2,470
Bio-Techne Corp.		42,665		3,536
Boston Scientific Corp. (a)		389,421		18,019
Bristol-Myers Squibb Co.		586,689		42,212
Cardinal Health, Inc.		74,128		5,698
Catalent, Inc. (a)		46,463		2,091
Centene Corp. (a)		153,908		12,622

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Cigna Corp.		82,158	$	27,222
CVS Health Corp.		360,717		33,615
Danaher Corp.		179,888		47,746
Dexcom, Inc. (a)		106,788		12,093
Edwards Lifesciences Corp. (a)		168,634		12,582
Elevance Health, Inc.		65,943		33,827
Eli Lilly & Co.		241,192		88,238
Gilead Sciences, Inc.		344,379		29,565
HCA Healthcare, Inc.		59,148		14,193
Hologic, Inc. (a)		67,910		5,080
Horizon Therapeutics PLC (a)		62,035		7,060
Humana, Inc.		34,425		17,632
IDEXX Laboratories, Inc. (a)		22,646		9,239
Illumina, Inc. (a)		43,220		8,739
Incyte Corp. (a)		60,505		4,860
Insulet Corp. (a)		18,879		5,558
Intuitive Surgical, Inc. (a)		97,140		25,776
IQVIA Holdings, Inc. (a)		50,733		10,395
Johnson & Johnson		722,402		127,612
Laboratory Corp. of America Holdings		24,839		5,849
McKesson Corp.		39,492		14,814
Merck & Co., Inc.		696,052		77,227
Mettler-Toledo International, Inc. (a)		6,122		8,849
Moderna, Inc. (a)		92,439		16,604
Molina Healthcare, Inc. (a)		15,804		5,219
PerkinElmer, Inc.		34,682		4,863
Pfizer, Inc.		1,542,067		79,016
Quest Diagnostics, Inc.		31,719		4,962
Regeneron Pharmaceuticals, Inc. (a)		28,274		20,399
ResMed, Inc.		39,830		8,290
Royalty Pharma PLC Class A		98,079		3,876
Seagen, Inc. (a)		50,169		6,447
Stryker Corp.		96,672		23,635
The Cooper Cos., Inc.		13,423		4,439
Thermo Fisher Scientific, Inc.		107,649		59,281
UnitedHealth Group, Inc.		257,009		136,261
Veeva Systems, Inc. Class A (a)		38,223		6,168
Vertex Pharmaceuticals, Inc. (a)		70,466		20,349
Waters Corp. (a)		16,452		5,636
West Pharmaceutical Services, Inc.		20,142		4,740
Zimmer Biomet Holdings, Inc.		57,651		7,351
Zoetis, Inc.		128,627		18,850
				1,398,368
Industrials (8.7%):
3M Co.		156,506		18,768
AMETEK, Inc.		62,449		8,725
Booz Allen Hamilton Holding Corp.		35,632		3,724
C.H. Robinson Worldwide, Inc.		33,698		3,085
Carlisle Cos., Inc.		14,070		3,316
Carrier Global Corp.		231,236		9,538

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Caterpillar, Inc.		145,050	$	34,748
Cintas Corp.		23,632		10,673
Copart, Inc. (a)		117,547		7,157
CoStar Group, Inc. (a)		107,704		8,323
CSX Corp.		588,334		18,227
Cummins, Inc.		37,965		9,199
Deere & Co.		77,124		33,068
Delta Air Lines, Inc. (a)		176,178		5,789
Dover Corp.		39,048		5,287
Eaton Corp. PLC		109,438		17,176
Emerson Electric Co.		160,843		15,451
Equifax, Inc.		33,631		6,537
Expeditors International of Washington, Inc.		44,501		4,625
Fastenal Co.		157,901		7,472
FedEx Corp.		65,684		11,376
Fortive Corp.		96,755		6,217
Generac Holdings, Inc. (a)		17,188		1,730
General Dynamics Corp.		74,599		18,509
General Electric Co.		298,279		24,993
HEICO Corp.		11,521		1,770
HEICO Corp. Class A		20,297		2,433
Honeywell International, Inc.		185,106		39,668
Howmet Aerospace, Inc.		112,996		4,453
IDEX Corp.		20,738		4,735
Illinois Tool Works, Inc.		85,073		18,742
Ingersoll Rand, Inc.		110,779		5,788
J.B. Hunt Transport Services, Inc.		22,534		3,929
Jacobs Solutions, Inc.		34,711		4,168
Johnson Controls International PLC		187,367		11,991
L3Harris Technologies, Inc.		52,577		10,947
Leidos Holdings, Inc.		35,265		3,710
Lockheed Martin Corp.		72,854		35,443
Nordson Corp.		14,462		3,438
Norfolk Southern Corp.		64,535		15,903
Northrop Grumman Corp.		42,509		23,193
Old Dominion Freight Line, Inc.		26,412		7,495
Otis Worldwide Corp.		116,168		9,097
PACCAR, Inc.		93,629		9,266
Parker-Hannifin Corp.		34,928		10,164
Plug Power, Inc. (a) (b)		141,514		1,751
Quanta Services, Inc.		38,904		5,544
Raytheon Technologies Corp.		405,692		40,942
Republic Services, Inc.		56,424		7,278
Rockwell Automation, Inc.		31,717		8,169
Rollins, Inc.		64,943		2,373
Southwest Airlines Co. (a)		163,031		5,489
Stanley Black & Decker, Inc.		40,208		3,020
Textron, Inc.		57,540		4,074
The Boeing Co. (a)		163,157		31,080
TransDigm Group, Inc.		14,455		9,102

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
TransUnion		52,892	$	3,002
Uber Technologies, Inc. (a)		516,808		12,781
Union Pacific Corp.		171,584		35,530
United Parcel Service, Inc. Class B		201,087		34,957
United Rentals, Inc. (a)		19,037		6,766
Verisk Analytics, Inc.		42,696		7,532
W.W. Grainger, Inc.		12,440		6,920
Waste Management, Inc.		109,027		17,104
Westinghouse Air Brake Technologies Corp.		48,177		4,809
Xylem, Inc.		49,507		5,474
				773,743
IT Services (4.3%):
Akamai Technologies, Inc. (a)		42,802		3,608
Automatic Data Processing, Inc.		113,027		26,998
Block, Inc. (a)		144,042		9,052
Broadridge Financial Solutions, Inc.		31,908		4,280
Cloudflare, Inc. Class A (a)		76,208		3,445
Cognizant Technology Solutions Corp. Class A		142,268		8,136
EPAM Systems, Inc. (a)		15,290		5,011
Fidelity National Information Services, Inc.		165,380		11,221
Fiserv, Inc. (a)		165,190		16,696
FleetCor Technologies, Inc. (a)		19,993		3,672
Gartner, Inc. (a)		19,559		6,575
Global Payments, Inc.		76,583		7,606
International Business Machines Corp.		248,161		34,963
Jack Henry & Associates, Inc.		19,831		3,482
Mastercard, Inc. Class A		234,434		81,520
MongoDB, Inc. (a)		18,123		3,567
Okta, Inc. (a)		40,472		2,765
Paychex, Inc.		88,011		10,171
PayPal Holdings, Inc. (a)		314,579		22,404
Snowflake, Inc. Class A (a)		75,615		10,854
SS&C Technologies Holdings, Inc.		60,962		3,174
VeriSign, Inc. (a)		29,183		5,995
Visa, Inc. Class A		449,242		93,335
				378,530
Materials (2.0%):
Air Products and Chemicals, Inc.		59,723		18,410
Albemarle Corp.		32,183		6,979
Avery Dennison Corp.		21,880		3,960
Ball Corp.		85,496		4,372
CF Industries Holdings, Inc.		54,202		4,618
Corteva, Inc.		197,445		11,606
Dow, Inc.		197,326		9,943
DuPont de Nemours, Inc.		137,629		9,446
Ecolab, Inc.		69,691		10,144
FMC Corp.		34,263		4,276
Freeport-McMoRan, Inc.		388,784		14,774
International Flavors & Fragrances, Inc.		70,050		7,344

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
International Paper Co.		98,474	$	3,410
Martin Marietta Materials, Inc.		16,967		5,735
Newmont Corp.		218,074		10,293
Nucor Corp.		71,210		9,386
Packaging Corp. of America		25,241		3,229
PPG Industries, Inc.		64,569		8,119
Southern Copper Corp.		23,366		1,411
Steel Dynamics, Inc.		47,164		4,608
The Mosaic Co.		94,867		4,162
The Sherwin-Williams Co.		65,517		15,549
Vulcan Materials Co.		36,516		6,394
Westlake Corp.		9,141		937
				179,105
Real Estate (2.7%):
Alexandria Real Estate Equities, Inc.		44,384		6,465
American Tower Corp.		126,647		26,831
AvalonBay Communities, Inc.		38,420		6,206
Camden Property Trust		28,685		3,209
CBRE Group, Inc. Class A (a)		87,364		6,723
Crown Castle, Inc.		117,793		15,977
Digital Realty Trust, Inc.		78,969		7,918
Equinix, Inc.		25,024		16,391
Equity LifeStyle Properties, Inc.		48,571		3,138
Equity Residential		101,277		5,975
Essex Property Trust, Inc.		17,715		3,754
Extra Space Storage, Inc.		36,058		5,307
Healthpeak Properties, Inc.		148,257		3,717
Host Hotels & Resorts, Inc.		194,462		3,121
Invitation Homes, Inc.		167,704		4,971
Iron Mountain, Inc.		79,071		3,942
Kimco Realty Corp.		166,537		3,527
Mid-America Apartment Communities, Inc.		31,401		4,930
Prologis, Inc.		251,138		28,311
Public Storage		42,445		11,893
Realty Income Corp.		169,688		10,763
SBA Communications Corp.		29,345		8,226
Simon Property Group, Inc.		89,045		10,461
Sun Communities, Inc.		33,207		4,749
UDR, Inc.		88,384		3,423
Ventas, Inc.		108,728		4,898
VICI Properties, Inc.		264,623		8,574
Welltower, Inc.		127,317		8,346
Weyerhaeuser Co.		203,411		6,306
WP Carey, Inc.		52,474		4,101
				242,153
Semiconductors & Semiconductor Equipment (5.0%):
Advanced Micro Devices, Inc. (a)		439,120		28,442
Analog Devices, Inc.		141,322		23,181
Applied Materials, Inc.		236,381		23,019
Broadcom, Inc.		109,054		60,975

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Enphase Energy, Inc. (a)		36,102	$	9,566
Entegris, Inc.		40,521		2,658
First Solar, Inc. (a)		27,531		4,124
GlobalFoundries, Inc. (a) (b)		19,279		1,039
Intel Corp.		1,128,177		29,818
KLA Corp.		38,962		14,690
Lam Research Corp.		37,263		15,662
Marvell Technology, Inc.		231,920		8,590
Microchip Technology, Inc.		148,766		10,451
Micron Technology, Inc.		303,104		15,149
Monolithic Power Systems, Inc.		12,085		4,273
NVIDIA Corp.		656,794		95,984
ON Semiconductor Corp. (a)		117,847		7,350
QUALCOMM, Inc.		308,559		33,923
Skyworks Solutions, Inc.		44,085		4,017
Teradyne, Inc.		43,078		3,763
Texas Instruments, Inc.		251,053		41,479
Wolfspeed, Inc. (a)		33,757		2,330
				440,483
Software (8.9%):
Adobe, Inc. (a)		127,303		42,841
ANSYS, Inc. (a)		23,923		5,780
Aspen Technology, Inc. (a)		7,625		1,566
Autodesk, Inc. (a)		59,310		11,083
Bill.com Holdings, Inc. (a)		27,078		2,950
Cadence Design Systems, Inc. (a)		74,497		11,967
Crowdstrike Holdings, Inc. Class A (a)		57,848		6,091
Datadog, Inc. Class A (a)		70,317		5,168
Fortinet, Inc. (a)		179,825		8,792
Gen Digital, Inc.		162,862		3,490
HubSpot, Inc. (a)		12,534		3,624
Intuit, Inc.		75,124		29,240
Microsoft Corp.		2,008,171		481,600
Oracle Corp.		422,180		34,509
Palantir Technologies, Inc. Class A (a)		469,438		3,014
Palo Alto Networks, Inc. (a)		80,569		11,243
Paycom Software, Inc. (a)		14,019		4,350
Paylocity Holding Corp. (a)		11,087		2,154
PTC, Inc. (a)		29,371		3,526
Roper Technologies, Inc.		29,128		12,586
Salesforce, Inc. (a)		266,520		35,338
ServiceNow, Inc. (a)		54,947		21,334
Splunk, Inc. (a)		40,681		3,502
Synopsys, Inc. (a)		41,594		13,281
Tyler Technologies, Inc. (a)		11,311		3,647
Unity Software, Inc. (a) (b)		71,365		2,040
VMware, Inc. Class A (a)		61,603		7,562
Workday, Inc. Class A (a)		54,675		9,149
Zoom Video Communications, Inc. Class A (a)		57,236		3,877
Zscaler, Inc. (a)		22,997		2,573
				787,877

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Technology Hardware, Storage & Peripherals (6.7%):
Apple, Inc.		4,415,650	$	573,725
Dell Technologies, Inc. Class C		69,063		2,778
Hewlett Packard Enterprise Co.		353,538		5,642
HP, Inc.		276,395		7,427
NetApp, Inc.		59,724		3,587
Western Digital Corp. (a)		84,683		2,672
				595,831
Utilities (3.1%):
Alliant Energy Corp.		68,945		3,806
Ameren Corp.		70,281		6,249
American Electric Power Co., Inc.		141,155		13,403
American Water Works Co., Inc.		49,948		7,613
Atmos Energy Corp.		38,053		4,265
Avangrid, Inc.		19,121		822
CenterPoint Energy, Inc.		172,964		5,187
CMS Energy Corp.		79,735		5,050
Consolidated Edison, Inc.		97,426		9,286
Constellation Energy Corp.		88,907		7,665
Dominion Energy, Inc.		228,232		13,995
DTE Energy Co.		52,700		6,194
Duke Energy Corp.		211,540		21,786
Edison International		104,803		6,668
Entergy Corp.		55,892		6,288
Essential Utilities, Inc.		72,035		3,438
Evergy, Inc.		62,434		3,929
Eversource Energy		95,190		7,981
Exelon Corp.		272,498		11,780
FirstEnergy Corp.		156,998		6,584
NextEra Energy, Inc.		545,794		45,628
PG&E Corp. (a)		425,988		6,927
PPL Corp.		202,276		5,911
Public Service Enterprise Group, Inc.		137,068		8,398
Sempra Energy		86,361		13,346
The AES Corp.		183,524		5,278
The Southern Co.		299,011		21,352
WEC Energy Group, Inc.		86,670		8,126
Xcel Energy, Inc.		150,293		10,537
				277,492
Total Common Stocks (Cost $3,285,909)				8,863,078
Collateral for Securities Loaned (0.1%)^
Goldman Sachs Financial Square Government Fund Institutional Shares, 4.14% (c)		2,823,109		2,823
HSBC U.S. Government Money Market Fund Institutional Shares, 4.13% (c)		2,823,109		2,823
Invesco Government & Agency Portfolio Institutional Shares, 4.22% (c)		2,823,109		2,823

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA 500 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)  

Security Description	Shares		Value
Morgan Stanley Institutional Liquidity Government Portfolio Institutional Shares, 4.08% (c)		2,823,109	$	2,823
Total Collateral for Securities Loaned (Cost $11,292)				11,292
Total Investments (Cost $3,297,201) — 99.7%				8,874,370
Other assets in excess of liabilities — 0.3%				29,763
NET ASSETS — 100.00%			$	8,904,133

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

PLC — Public Limited Company

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures		168	3/17/23	$	32,695,361	$	32,432,400	$	(262,961	)
Total unrealized appreciation								$	—
Total unrealized depreciation									(262,961	)
Total net unrealized appreciation (depreciation)								$	(262,961	)

See notes to financial statements.

19

USAA Mutual Funds Trust Statement of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)

	USAA 500 Index Fund
Assets:
Investments, at value (Cost $3,297,201)	$	8,874,370	(a)
Cash		26,189
Deposit with broker for futures contracts		5,969
Receivables:
Interest and dividends		7,532
Capital shares issued		5,502
Variation margin on open futures contracts		7
From Adviser		387
Prepaid expenses		91
Total Assets		8,920,047
Liabilities:
Payables:
Collateral received on loaned securities		11,292
Capital shares redeemed		2,877
Variation margin on open futures contracts		87
Accrued expenses and other payables:
Investment advisory fees		774
Administration fees		464
Custodian fees		59
Transfer agent fees		230
Compliance fees		8
Other accrued expenses		123
Total Liabilities		15,914
Net Assets:
Capital		3,353,006
Total accumulated earnings/(loss)		5,551,127
Net Assets	$	8,904,133
Net Assets
Member Shares	$	3,423,615
Reward Shares		5,480,518
Total	$	8,904,133
Shares (unlimited number of shares authorized with no par value):
Member Shares		70,085
Reward Shares		112,116
Total		182,201
Net asset value, offering and redemption price per share: (b)
Member Shares	$	48.85
Reward Shares		48.88

(a)  Includes $10,952 thousand of securities on loan.

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

See notes to financial statements.

20

USAA Mutual Funds Trust Statement of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)

	USAA 500 Index Fund
Investment Income:
Dividends	$	146,422
Interest		263
Securities lending (net of fees)		493
Total Income		147,178
Expenses:
Investment advisory fees		9,513
Administration fees — Member Shares		2,231
Administration fees — Reward Shares		3,476
Sub-Administration fees		25
Custodian fees		391
Transfer agent fees — Member Shares		2,392
Transfer agent fees — Reward Shares		479
Trustees' fees		56
Compliance fees		82
Legal and audit fees		79
State registration and filing fees		171
Other expenses		847
Total Expenses		19,742
Expenses waived/reimbursed by Adviser		(2,034	)
Net Expenses		17,708
Net Investment Income (Loss)		129,470
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		47,500
Net realized gains (losses) from futures contracts		(7,833	)
Net change in unrealized appreciation/depreciation on investment securities		(2,311,427	)
Net change in unrealized appreciation/depreciation on futures contracts		(1,292	)
Net realized/unrealized gains (losses) on investments		(2,273,052	)
Change in net assets resulting from operations	$	(2,143,582	)

See notes to financial statements.

21

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA 500 Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	129,470		$	113,874
Net realized gains (losses)		39,667			466,012
Net change in unrealized appreciation/depreciation		(2,312,719	)		1,845,265
Change in net assets resulting from operations		(2,143,582	)		2,425,151
Distributions to Shareholders:
Member Shares		(95,207	)		(214,272	)
Reward Shares		(155,895	)		(320,176	)
Change in net assets resulting from distributions to shareholders		(251,102	)		(534,448	)
Change in net assets resulting from capital transactions		250,500			149,584
Change in net assets		(2,144,184	)		2,040,287
Net Assets:
Beginning of period		11,048,317			9,008,030
End of period	$	8,904,133		$	11,048,317
Capital Transactions:
Member Shares
Proceeds from shares issued	$	381,036		$	613,301
Distributions reinvested		94,556			212,842
Cost of shares redeemed		(520,566	)		(1,218,360	)
Total Member Shares	$	(44,974	)	$	(392,217	)
Reward Shares
Proceeds from shares issued	$	606,186		$	835,906
Distributions reinvested		149,076			306,440
Cost of shares redeemed		(459,788	)		(600,545	)
Total Reward Shares	$	295,474		$	541,801
Change in net assets resulting from capital transactions	$	250,500		$	149,584
Share Transactions:
Member Shares
Issued		7,031			10,815
Reinvested		1,848			3,522
Redeemed		(9,664	)		(21,347	)
Total Member Shares		(785	)		(7,010	)
Reward Shares
Issued		11,230			14,458
Reinvested		2,912			5,064
Redeemed		(8,628	)		(10,476	)
Total Reward Shares		5,514			9,046
Change in Shares		4,729			2,036

See notes to financial statements.

22

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA 500 Index Fund
	Member Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	62.23		$	51.33		$	43.93		$	35.22		$	38.00
Investment Activities:
Net investment income (loss)		0.69	(a)		0.63	(a)		0.65	(a)		0.71	(a)		0.68
Net realized and unrealized gains (losses)		(12.70	)		13.37			8.48			10.19			(2.40	)
Total from Investment Activities		(12.01	)		14.00			9.13			10.90			(1.72	)
Distributions to Shareholders From:
Net investment income		(0.70	)		(0.63	)		(0.66	)		(0.72	)		(0.66	)
Net realized gains from investments		(0.67	)		(2.47	)		(1.07	)		(1.47	)		(0.40	)
Total Distributions		(1.37	)		(3.10	)		(1.73	)		(2.19	)		(1.06	)
Net Asset Value, End of Period	$	48.85		$	62.23		$	51.33		$	43.93		$	35.22
Total Return (b)		(19.38	)%		27.50	%		21.22	%		31.19	%		(4.65	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.24	%		0.24	%		0.25	%		0.25	%		0.25	%
Net Investment Income (Loss)		1.30	%		1.09	%		1.47	%		1.73	%		1.75	%
Gross Expenses (d)		0.24	%		0.24	%		0.25	%		0.26	%		0.26	%
Supplemental Data:
Net Assets at end of period (000's)	$	3,423,615		$	4,410,258		$	3,997,663		$	3,603,465		$	2,957,995
Portfolio Turnover (e)		7	%		8	%		5	%		13	%		4	%

(continues on next page)

See notes to financial statements.

23

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA 500 Index Fund
	Reward Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	62.27		$	51.36		$	43.95		$	35.24		$	38.01
Investment Activities:
Net investment income (loss)		0.74	(a)		0.68	(a)		0.70	(a)		0.75	(a)		0.71
Net realized and unrealized gains (losses)		(12.71	)		13.38			8.49			10.19			(2.38	)
Total from Investment Activities		(11.97	)		14.06			9.19			10.94			(1.67	)
Distributions to Shareholders From:
Net investment income		(0.75	)		(0.68	)		(0.71	)		(0.76	)		(0.70	)
Net realized gains from investments		(0.67	)		(2.47	)		(1.07	)		(1.47	)		(0.40	)
Total Distributions		(1.42	)		(3.15	)		(1.78	)		(2.23	)		(1.10	)
Net Asset Value, End of Period	$	48.88		$	62.27		$	51.36		$	43.95		$	35.24
Total Return (b)		(19.31	)%		27.62	%		21.35	%		31.29	%		(4.53	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.15	%		0.15	%		0.15	%		0.15	%		0.15	%
Net Investment Income (Loss)		1.40	%		1.17	%		1.58	%		1.83	%		1.85	%
Gross Expenses (d)		0.19	%		0.18	%		0.18	%		0.18	%		0.18	%
Supplemental Data:
Net Assets at end of period (000's)	$	5,480,518		$	6,638,059		$	5,010,367		$	4,546,094		$	3,606,745
Portfolio Turnover (e)		7	%		8	%		5	%		13	%		4	%

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

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

(c)  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.

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

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

See notes to financial statements.

24

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 500 Index Fund (the "Fund"). The Fund offers two classes of shares: Member Shares and Reward 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.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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 (unadjusted) in active markets for identical securities

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

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

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

25

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the 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") are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

	Level 1			Level 2		Level 3		Total
Common Stocks	$	8,863,078		$	—	$	—	$	8,863,078
Collateral for Securities Loaned		11,292			—		—		11,292
Total	$	8,874,370		$	—	$	—	$	8,874,370
Other Financial Investments*
Liabilities:
Futures Contracts	$	(263	)	$	—	$	—	$	(263	)
Total	$	(263	)	$	—	$	—	$	(263	)

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

As of December 31, 2022, there were no transfers into/out of Level 3.

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

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended December 31, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 December 31, 2022 (amounts in thousands):

	Liabilities
	Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	263

*  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.

27

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2022 (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	$	(7,833	)	$	(1,292	)

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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	10,952	$	—	$	11,292

28

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

Federal Income Taxes:

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

For the year ended December 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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 an affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	829,204	$	698,389

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of December 31, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.1
USAA Cornerstone Equity Fund		0.4
USAA Target Retirement Income Fund		0.2
USAA Target Retirement 2030 Fund		0.7
USAA Target Retirement 2040 Fund		1.1
USAA Target Retirement 2050 Fund		0.8
USAA Target Retirement 2060 Fund		0.1

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.

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended December 31, 2022, 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 December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.06% and 0.06%, which is based on the Fund's average daily net assets of the Member Shares and Reward Shares, respectively. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the 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 December 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Compliance 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 Member Shares and Reward Shares based on an annual charge of $20 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. Amounts incurred and paid to VCTA for the year ended December 31, 2022, 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.

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 December 31, 2022, are reflected on the Statement of Operations as Custodian fees.

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 limits 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 December 31, 2022, the expense limits (excluding voluntary waivers) were 0.25% and 0.15% for Member Shares and Reward 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 (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of December 31, 2022, 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 repayments are not probable at December 31, 2022.

Expires 2023		Expires 2024		Expires 2025		Total
$	1,427	$	1,849	$	2,034	$	5,310

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 December 31, 2022.

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

6. Risks:

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

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

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. 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 may last for extended periods.

Large-Capitalization Stock Risk — The Fund invests in large-capitalization companies. Such investments may go in and out of favor based on market and economic conditions and may underperform other market segments. Some large-capitalization companies may be unable to respond

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

quickly to new competitive challenges and attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. As such, returns on investments in stocks of large-capitalization companies could trail the returns on investments in stocks of small- and mid-capitalization companies.

Derivatives Risk — The Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETFs, or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the 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 December 31, 2022.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the year ended December 31, 2022.

32

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

8. 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 December 31, 2022, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(828	)	$	828

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 December 31, 2022								Year Ended December 31, 2021
Distributions paid from								Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	133,177	$	117,925	$	251,102	$	251,102	$	129,496	$	404,952	$	534,448	$	534,448

As of December 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Long-Term Capital Gains		Accumulated Earnings		Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**		Total Accumulated Earnings (Loss)
$	1,666	$	1,666	$	(88	)	$	5,549,549	$	5,551,127

*  Qualified late-year losses are comprised of certain late-year ordinary losses. Late-year ordinary losses represent ordinary losses incurred after December 31 and specified losses incurred after October 31. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, REIT adjustments and derivatives.

As of December 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	3,324,821	$	5,808,144	$	(258,595	)	$	5,549,549

33

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

9. Subsequent Event

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA 500 Index Fund	Victory 500 Index Fund

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA 500 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA 500 Index Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2022, 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 (one of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, 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 December 31, 2022, by correspondence with the custodian and brokers. 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
February 28, 2023

35

USAA Mutual Funds Trust Supplemental Information
December 31, 2022

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

36

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

37

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

38

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

39

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

40

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

41

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2022, through December 31, 2022.

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

Actual expenses in the table below do not reflect the effect of the annual $10.00 account maintenance fee that is assessed on Member Share accounts with balances of less than $10,000, at a rate of $2.50 per quarter. To include the effect of this fee on the expenses that you paid, add $5.00 ($2.50 for two quarters) to your calculated estimated expenses. If you are currently assessed this fee, your ending account value reflects the quarterly deduction from your account.)

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

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

	Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22- 12/31/22*		Hypothetical Expenses Paid During Period 7/1/22- 12/31/22*		Annualized Expense Ratio During Period 7/1/22- 12/31/22
Member Shares	$	1,000.00	$	1,019.40	$	1,023.95	$	1.27	$	1.28		0.25	%
Reward Shares		1,000.00		1,019.90		1,024.45		0.76		0.77		0.15	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

42

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended December 31, 2022, 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 2023.

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 December 31, 2022 (amounts in thousands):

Dividends Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions
	100	%		100	%	$	2,915	$	118,799

43

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA 500 Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 8-9, 2022 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 21, 2022.

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. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

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.

44

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

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 program, (iv) derivatives risk management program, and (v) 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 net 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 for Member Shares and below the medians of its expense group and expense universe for Reward Shares. The data indicated that the Fund's total expenses, including after any reimbursements, were below the medians of its expense group and its expense universe for Member Shares and Reward Shares. 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. The Board also noted the high level of correlation between the Fund and the S&P 500 Index and the relatively low tracking error between the Fund and the S&P 500 Index, and noted that it reviews such information on a periodic basis.

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 performance of the Fund's Member Shares and Reward Shares was below the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's recent underperformance.

45

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (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 reimbursed or waived a portion of its management fees 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 took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes 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 and in view of the Fund's investment objective of seeking to track its designated index; (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 its affiliates 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

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

29237-0223

DECEMBER 31, 2022

Annual Report

USAA Global Managed Volatility Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Manager's 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	23
Statement of Operations	24
Statements of Changes in Net Assets	25
Financial Highlights	26
Notes to Financial Statements	28
Report of Independent Registered Public Accounting Firm	39
Supplemental Information (Unaudited)	40
Trustee and Officer Information	40
Proxy Voting and Portfolio Holdings Information	46
Expense Examples	46
Additional Federal Income Tax Information	47
Advisory Contract Approval	48
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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA Global Managed Volatility Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions over the reporting period?

At the beginning of the reporting period, the Russian invasion of Ukraine in February of 2022 added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish U.S. Federal Reserve (the "Fed"), and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500^® Index also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets remained focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

The second quarter of 2022 saw continued pressure on stocks and bonds. The Fed's hawkish pivot, which started in the fourth quarter of 2021 continued to put pressure on equity multiples, especially for long-duration growth stocks. With inflation readings hitting four-decade highs, the Fed now faced an increasingly difficult task of implementing policy strong enough to tame inflation and provide a "soft landing" for the economy, while not being too aggressive and tilting the economy into recession. This risk contributed to the heightened stock market volatility, in addition to mounting COVID-19 related lockdowns in China, rising oil prices, and the ongoing conflict between Russia and the Ukraine.

In the third quarter, global equities declined, continuing the downward trend from the first half of 2022. The quarter began with a rally that continued into mid-August, on hopes that the Fed would pivot toward a more accommodative policy. However, messaging from the Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding a recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global Equities rebounded in the fourth quarter, trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from the Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 bps in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

4

USAA Global Managed Volatility Fund

Manager's Commentary (continued)

•  How did the USAA Global Managed Volatility Fund (the "Fund") perform during the reporting period?

The Fund has two share classes: Fund Shares and Institutional Shares. For the reporting period ended December 31, 2022, the Fund Shares and Institutional Shares had total returns of -15.78% and -15.70%, respectively. This compares to total returns of -18.36% for the MSCI All Country World Index, the Fund's benchmark index, and -12.29% for the Global Managed Volatility Composite Index.

•  What strategies did you employ during the reporting period?

The Fund seeks to provide diversified exposure to global equities. We strive to construct a portfolio that can participate in equities' longer-term performance while also managing the risk of large market downturns.

The Fund performed as expected in 2022, outperforming the Fund's benchmark when global markets were down. The Fund's emphasis on constructing a portfolio with lower volatility than the benchmark was a tailwind as global markets experienced heightened volatility over 2022. Our focus on companies with high levels of profitability and stable balance sheets also contributed positively over the year. The Fund had a small allocation to Russian securities that negatively impacted performance over the period.

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

5

USAA Global Managed Volatility Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares			Institutional Shares
INCEPTION DATE	7/12/13			7/31/08
	Net Asset Value			Net Asset Value			MSCI All Country World Index1+			Global Managed Volatility Composite Index2+
One Year		–15.78	%		–15.70	%		–18.36	%		–12.29	%
Five Year		3.75	%		3.95	%		5.23	%		4.38	%
Ten Year		N/A			5.30	%		N/A			N/A
Since Inception		4.83	%		N/A			7.31	%		5.72	%

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

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.

+The since inception performance of the MSCI All Country World Index and Global Managed Volatility Composite Index are calculated from July 12, 2013 through December 31, 2022.

USAA Global Managed Volatility Fund — Growth of $10,000

¹The 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 Global Managed Volatility Composite Index is a combination of indexes representing the Fund's model allocation, and consists of the MSCI All Country World Index (70%) and the Bloomberg U.S. Treasury — Bills (1-3M) (30%). This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

*The performance of the MSCI All Country World Index and the Global Managed Volatility Composite Index are calculated from the end of the month, July 31, 2013, while the inception date of the USAA Global Managed Volatility Fund Shares is July 12, 2013. There may be slight variation of performance numbers because of this difference.

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to attain long-term capital appreciation while attempting to reduce volatility during unfavorable market conditions.

Top 10 Holdings*:

December 31, 2022

(% of Net Assets)

Apple, Inc.	4.2	%
Microsoft Corp.	3.1	%
Alphabet, Inc.	2.2	%
Johnson & Johnson	1.9	%
Lockheed Martin Corp.	1.7	%
The Progressive Corp.	1.5	%
UnitedHealth Group, Inc.	1.4	%
Philip Morris International, Inc.	1.4	%
Yum! Brands, Inc.	1.3	%
Amgen, Inc.	1.3	%

Sector Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

7

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.8%)
Australia (3.0%):
Consumer Discretionary (0.5%):
Wesfarmers Ltd.		78,544	$	2,449
Consumer Staples (0.7%):
Coles Group Ltd.		108,537		1,230
Woolworths Group Ltd.		83,361		1,903
				3,133
Financials (0.3%):
Medibank Pvt. Ltd.		662,482		1,321
Materials (1.5%):
BHP Group Ltd.		132,877		4,115
Fortescue Metals Group Ltd.		81,622		1,141
Rio Tinto Ltd.		27,475		2,168
				7,424
				14,327
Belgium (0.3%):
Financials (0.3%):
KBC Group NV		21,171		1,363
Brazil (1.3%):
Energy (0.4%):
Petroleo Brasileiro SA Preference Shares		295,400		1,371
Petroleo Brasileiro SA		50,700		269
				1,640
Financials (0.4%):
Banco Bradesco SA Preference Shares		61,400		175
BB Seguridade Participacoes SA		264,800		1,686
Itau Unibanco Holding SA Preference Shares		35,445		168
				2,029
Materials (0.5%):
Vale SA		152,497		2,584
				6,253
Canada (3.4%):
Consumer Discretionary (0.9%):
Dollarama, Inc.		41,067		2,402
Lululemon Athletica, Inc. (a)		5,321		1,705
Magna International, Inc.		2,600		146
				4,253
Consumer Staples (0.5%):
Alimentation Couche-Tard, Inc.		47,858		2,103
Loblaw Cos. Ltd.		2,870		254
				2,357

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Financials (1.3%):
iA Financial Corp., Inc.		4,632	$	271
Power Corp. (b)		16,734		394
Sun Life Financial, Inc.		49,786		2,311
The Toronto-Dominion Bank		47,618		3,084
				6,060
Information Technology (0.7%):
CGI, Inc. (a)		16,304		1,405
Constellation Software, Inc.		1,403		2,191
				3,596
Materials (0.0%): (c)
Nutrien Ltd.		1,356		99
				16,365
China (1.6%):
Communication Services (0.1%):
NetEase, Inc., ADR		8,040		584
Consumer Discretionary (0.5%):
ANTA Sports Products Ltd.		86,028		1,119
BYD Co. Ltd. Class H		3,500		86
China Meidong Auto Holdings Ltd.		268,000		547
Topsports International Holdings Ltd. (d)		518,000		408
Vipshop Holdings Ltd., ADR (a)		8,117		111
				2,271
Consumer Staples (0.2%):
Nongfu Spring Co., Ltd. Class H (d)		135,400		763
Energy (0.0%): (c)
China Shenhua Energy Co. Ltd. Class H		64,500		186
Financials (0.4%):
360 DigiTech, Inc., ADR		4,803		98
Bank of China Ltd. Class H		779,000		282
China Life Insurance Co. Ltd. Class H		461,000		787
China Merchants Bank Co. Ltd. Class H		23,261		129
China Pacific Insurance Group Co. Ltd. Class H		193,800		428
Industrial & Commercial Bank of China Ltd. Class H		434,000		222
				1,946
Health Care (0.1%):
CSPC Pharmaceutical Group Ltd.		658,000		685
Information Technology (0.1%):
Sunny Optical Technology Group Co. Ltd.		49,600		585
Utilities (0.2%):
ENN Energy Holdings Ltd.		57,301		800
				7,820

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Denmark (1.5%):
Consumer Discretionary (0.3%):
Pandora A/S		21,023	$	1,486
Consumer Staples (0.0%): (c)
Carlsberg AS Class B		927		123
Health Care (1.0%):
Coloplast A/S Class B		9,117		1,068
Novo Nordisk A/S Class B		26,759		3,635
				4,703
Industrials (0.0%): (c)
AP Moller — Maersk A/S Class B		41		92
Materials (0.2%):
Novozymes A/S B Shares		15,639		794
				7,198
Finland (0.9%):
Energy (0.1%):
Neste Oyj		14,780		681
Health Care (0.2%):
Orion Oyj Class B		13,334		731
Industrials (0.6%):
Kone Oyj Class B		53,377		2,763
				4,175
France (1.5%):
Consumer Discretionary (0.6%):
Hermes International		757		1,172
La Francaise des Jeux SAEM (d)		7,936		319
LVMH Moet Hennessy Louis Vuitton SE		2,110		1,535
				3,026
Consumer Staples (0.5%):
L'Oreal SA		7,301		2,614
Energy (0.1%):
TotalEnergies SE (b)		3,665		230
Financials (0.1%):
Wendel Se		2,283		213
Industrials (0.1%):
Cie de Saint-Gobain		3,641		178
Schneider Electric SE		1,048		147
Thales SA		1,468		188
				513
Information Technology (0.1%):
Capgemini SE		1,544		258

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Utilities (0.0%): (c)
Veolia Environnement SA		4,542	$	117
				6,971
Germany (0.7%):
Consumer Discretionary (0.2%):
adidas AG		6,468		876
Mercedes-Benz Group AG		3,290		215
				1,091
Industrials (0.5%):
Deutsche Post AG Registered Shares		57,340		2,146
Utilities (0.0%): (c)
RWE AG		2,122		94
				3,331
Hong Kong (1.0%):
Consumer Discretionary (0.1%):
Chow Tai Fook Jewellery Group Ltd.		293,400		596
Consumer Staples (0.0%): (c)
WH Group Ltd. (d)		278,000		162
Financials (0.2%):
Futu Holdings Ltd., ADR (a)		1,910		78
Hong Kong Exchanges & Clearing Ltd.		23,200		997
				1,075
Health Care (0.1%):
Sino Biopharmaceutical Ltd.		788,000		459
Industrials (0.3%):
Orient Overseas International Ltd.		11,500		207
SITC International Holdings Co. Ltd.		432,000		958
				1,165
Information Technology (0.3%):
Lenovo Group Ltd.		1,462,000		1,191
				4,648
India (1.1%):
Financials (0.5%):
ICICI Bank Ltd.		194,277		2,090
SBI Life Insurance Co. Ltd. (d)		29,704		441
				2,531
Industrials (0.0%): (c)
Bharat Electronics Ltd.		55,034		66

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (0.6%):
HCL Technologies Ltd.		16,887	$	212
Infosys Ltd.		93,989		1,714
Tata Consultancy Services Ltd.		21,312		838
Wipro Ltd.		11,811		56
				2,820
				5,417
Indonesia (0.7%):
Communication Services (0.2%):
PT Telkom Indonesia Persero Tbk		3,587,700		864
Financials (0.5%):
PT Bank Central Asia Tbk		4,205,500		2,307
				3,171
Ireland (0.4%):
Information Technology (0.4%):
Accenture PLC Class A		8,083		2,157
Israel (0.5%):
Communication Services (0.1%):
Bezeq The Israeli Telecommunication Corp. Ltd.		233,036		400
Industrials (0.0%): (c)
ZIM Integrated Shipping Services Ltd. (b)		6,205		107
Information Technology (0.4%):
Check Point Software Technologies Ltd. (a)		14,003		1,767
				2,274
Japan (5.4%):
Communication Services (1.8%):
KDDI Corp.		102,300		3,103
Nintendo Co. Ltd.		22,500		946
Nippon Telegraph & Telephone Corp.		73,000		2,082
Softbank Corp.		214,100		2,423
				8,554
Consumer Discretionary (0.8%):
Fast Retailing Co. Ltd.		3,300		2,008
Honda Motor Co. Ltd.		14,600		333
Sony Group Corp.		1,100		84
Yamaha Motor Co. Ltd.		8,300		188
ZOZO, Inc.		44,900		1,109
				3,722
Financials (0.7%):
Tokio Marine Holdings, Inc.		154,800		3,307

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (1.0%):
Astellas Pharma, Inc.		139,927	$	2,128
Hoya Corp.		13,700		1,313
Olympus Corp.		93,200		1,644
				5,085
Industrials (0.5%):
Hitachi Ltd.		4,573		230
ITOCHU Corp.		12,622		396
Recruit Holdings Co. Ltd.		51,600		1,616
Taisei Corp.		10,800		348
				2,590
Information Technology (0.6%):
FUJIFILM Holdings Corp.		2,300		115
Fujitsu Ltd.		11,300		1,507
Nomura Research Institute Ltd.		23,400		556
Oracle Corp.		7,000		455
Tokyo Electron Ltd.		200		59
				2,692
				25,950
Korea, Republic Of (0.4%):
Consumer Discretionary (0.3%):
F&F Co. Ltd.		10,578		1,216
Kia Corp.		2,268		106
				1,322
Financials (0.0%): (c)
KB Financial Group, Inc.		2,140		82
Shinhan Financial Group Co. Ltd.		5,854		163
				245
Information Technology (0.1%):
LG Innotek Co. Ltd.		482		97
Samsung Electronics Co. Ltd.		7,438		327
				424
				1,991
Mexico (0.8%):
Communication Services (0.5%):
America Movil SAB de CV Class L		2,719,797		2,468
Sitios Latinoamerica SAB de CV		14,356		7
				2,475
Consumer Staples (0.3%):
Wal-Mart de Mexico SAB de CV		407,936		1,436
Financials (0.0%): (c)
Grupo Financiero Banorte SAB de CV Class O		16,246		117
				4,028

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Netherlands (1.5%):
Communication Services (0.2%):
Koninklijke KPN NV		239,868	$	742
Consumer Staples (0.5%):
Koninklijke Ahold Delhaize NV		85,605		2,461
Industrials (0.4%):
Wolters Kluwer NV		19,663		2,057
Information Technology (0.4%):
ASML Holding NV		2,886		1,574
STMicroelectronics NV		5,919		210
				1,784
Materials (0.0%): (c)
LyondellBasell Industries NV Class A		2,410		200
				7,244
Norway (0.6%):
Energy (0.6%):
Aker BP ASA		4,244		132
Equinor ASA		77,501		2,789
				2,921
Materials (0.0%): (c)
Norsk Hydro ASA		24,127		180
				3,101
Russian Federation (0.0%): (c)
Communication Services (0.0%): (c)
Mobile TeleSystems PJSC (e) (f) (g) (h)		480,728		16
Consumer Staples (0.0%): (c)
X5 Retail Group NV, GDR (e) (f) (g) (h)		18,705		2
Energy (0.0%): (c)
LUKOIL PJSC (e) (f) (g) (h)		34,009		5
Tatneft PJSC (e) (f) (g) (h)		90,761		5
				10
Financials (0.0%): (c)
Sberbank of Russia PJSC (a) (e) (f) (g) (h)		409,312		1
Materials (0.0%): (c)
MMC Norilsk Nickel PJSC (e) (f) (g) (h)		5,249		14
				43
Singapore (0.1%):
Financials (0.1%):
DBS Group Holdings Ltd.		11,722		297

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
South Africa (1.2%):
Communication Services (0.3%):
MTN Group Ltd.		98,821	$	738
MultiChoice Group		109,118		753
				1,491
Financials (0.5%):
Capitec Bank Holdings Ltd.		18,418		2,006
FirstRand Ltd.		48,643		177
Standard Bank Group Ltd.		17,591		174
				2,357
Materials (0.4%):
Anglo American Platinum Ltd.		10,378		867
Kumba Iron Ore Ltd.		23,425		677
Sibanye Stillwater Ltd.		160,145		425
				1,969
				5,817
Spain (0.9%):
Communication Services (0.0%): (c)
Telefonica SA		45,392		164
Consumer Discretionary (0.4%):
Industria de Diseno Textil SA		78,615		2,088
Financials (0.5%):
Banco Bilbao Vizcaya Argentaria SA		370,830		2,233
				4,485
Sweden (0.4%):
Consumer Discretionary (0.1%):
H & M Hennes & Mauritz AB Class B (b)		53,798		580
Industrials (0.1%):
Atlas Copco AB Class A		17,077		202
Volvo AB Class B		9,051		164
				366
Information Technology (0.2%):
Telefonaktiebolaget LM Ericsson Class B		164,278		963
				1,909
Switzerland (3.9%):
Communication Services (0.1%):
Swisscom AG Registered Shares		530		290
Consumer Staples (1.0%):
Nestle SA Registered Shares		40,472		4,676
Financials (0.0%): (c)
Partners Group Holding AG		301		267

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (2.0%):
Novartis AG Registered Shares		50,031	$	4,529
Roche Holding AG		13,731		4,316
Roche Holding AG Class BR		1,646		638
				9,483
Industrials (0.7%):
Geberit AG Registered Shares		2,803		1,324
Kuehne + Nagel International AG Class R		4,124		959
SGS SA Registered Shares		440		1,025
				3,308
Information Technology (0.0%): (c)
TE Connectivity Ltd.		1,052		121
Materials (0.1%):
Sika AG Registered Shares		1,917		461
				18,606
Taiwan (2.2%):
Consumer Discretionary (0.1%):
Feng TAY Enterprise Co. Ltd.		47,000		315
Consumer Staples (0.2%):
Uni-President Enterprises Corp.		491,730		1,065
Financials (0.0%): (c)
Cathay Financial Holding Co. Ltd.		68,000		88
CTBC Financial Holding Co. Ltd.		302,000		217
				305
Industrials (0.1%):
Voltronic Power Technology Corp.		7,000		351
Information Technology (1.8%):
Delta Electronics, Inc.		142,000		1,317
eMemory Technology, Inc.		17,000		734
Novatek Microelectronics Corp.		72,000		736
Realtek Semiconductor Corp.		131,000		1,191
Taiwan Semiconductor Manufacturing Co. Ltd.		25,000		363
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		55,897		4,164
				8,505
				10,541
United Kingdom (2.9%):
Communication Services (0.0%): (c)
WPP PLC		5,234		52
Consumer Discretionary (0.2%):
Burberry Group PLC		9,799		238
Next PLC		9,760		684
Persimmon PLC		6,801		100
				1,022

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Consumer Staples (1.0%):
Imperial Brands PLC		79,108	$	1,970
Unilever PLC		56,174		2,836
				4,806
Energy (0.1%):
Shell PLC		13,284		374
Health Care (0.5%):
GSK PLC		134,043		2,316
Industrials (0.7%):
Ferguson PLC		1,796		225
Intertek Group PLC		11,935		581
RELX PLC		91,967		2,542
				3,348
Materials (0.4%):
Anglo American PLC		3,649		143
Rio Tinto PLC		26,901		1,893
				2,036
				13,954
United States (61.6%):
Communication Services (4.6%):
Alphabet, Inc. Class C (a)		118,114		10,480
AT&T, Inc.		11,499		212
Comcast Corp. Class A		7,896		276
Electronic Arts, Inc.		1,202		147
Lumen Technologies, Inc.		13,614		71
Match Group, Inc. (a)		19,854		824
Meta Platforms, Inc. Class A (a)		28,698		3,454
Omnicom Group, Inc.		26,149		2,133
Sirius XM Holdings, Inc. (b)		585,555		3,420
The Interpublic Group of Cos., Inc.		29,586		985
Verizon Communications, Inc.		5,945		234
				22,236
Consumer Discretionary (5.5%):
AutoZone, Inc. (a)		489		1,206
Bath & Body Works, Inc.		2,695		114
Best Buy Co., Inc.		15,351		1,231
Booking Holdings, Inc. (a)		466		939
Chipotle Mexican Grill, Inc. (a)		472		655
Domino's Pizza, Inc.		5,843		2,024
eBay, Inc.		28,405		1,178
Lowe's Cos., Inc.		1,790		357
NVR, Inc. (a)		47		217
O'Reilly Automotive, Inc. (a)		1,818		1,534
Starbucks Corp.		33,482		3,321
Target Corp.		13,655		2,035
Tesla, Inc. (a)		14,145		1,742

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Home Depot, Inc.		6,483	$	2,048
Tractor Supply Co.		635		143
Ulta Beauty, Inc. (a)		2,948		1,383
Yum! Brands, Inc.		49,684		6,363
				26,490
Consumer Staples (6.3%):
Altria Group, Inc.		113,986		5,210
Colgate-Palmolive Co.		66,941		5,274
Costco Wholesale Corp.		2,298		1,049
General Mills, Inc.		3,401		285
Kimberly-Clark Corp.		13,131		1,783
Philip Morris International, Inc.		65,933		6,673
The Hershey Co.		12,494		2,893
The Kroger Co.		16,738		746
The Procter & Gamble Co.		34,791		5,273
Walmart, Inc.		8,818		1,251
				30,437
Energy (2.4%):
ConocoPhillips		3,169		374
Devon Energy Corp.		18,581		1,143
EOG Resources, Inc.		37,261		4,826
Exxon Mobil Corp.		5,069		559
Pioneer Natural Resources Co.		13,673		3,123
Targa Resources Corp.		17,002		1,250
Valero Energy Corp.		1,132		143
				11,418
Financials (5.8%):
Aflac, Inc.		4,033		290
Ameriprise Financial, Inc.		1,065		332
Aon PLC Class A		5,585		1,676
Capital One Financial Corp.		1,589		148
Discover Financial Services		27,076		2,649
Erie Indemnity Co. Class A		4,554		1,133
FactSet Research Systems, Inc.		4,868		1,953
LPL Financial Holdings, Inc.		1,036		224
MarketAxess Holdings, Inc.		3,274		913
MSCI, Inc.		4,025		1,872
Raymond James Financial, Inc.		2,158		231
Regions Financial Corp.		111,159		2,397
SEI Investments Co.		86,733		5,056
Signature Bank		965		111
Synchrony Financial		44,288		1,455
The Progressive Corp.		55,892		7,250
				27,690
Health Care (12.0%):
AbbVie, Inc.		19,480		3,148
AmerisourceBergen Corp.		1,568		260
Amgen, Inc.		23,723		6,231

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Biogen, Inc. (a)		7,561	$	2,094
Cigna Corp.		862		286
CVS Health Corp.		2,769		258
Elevance Health, Inc.		663		340
Eli Lilly & Co.		11,667		4,268
Gilead Sciences, Inc.		16,028		1,376
HCA Healthcare, Inc.		3,440		825
Hologic, Inc. (a)		20,002		1,496
Humana, Inc.		299		153
IDEXX Laboratories, Inc. (a)		3,339		1,362
Johnson & Johnson		50,791		8,972
McKesson Corp.		5,291		1,985
Merck & Co., Inc.		41,910		4,650
Mettler-Toledo International, Inc. (a)		1,719		2,485
Moderna, Inc. (a)		4,725		849
Molina Healthcare, Inc. (a)		4,256		1,405
Pfizer, Inc.		9,316		477
Quest Diagnostics, Inc.		1,335		209
Regeneron Pharmaceuticals, Inc. (a)		1,772		1,279
UnitedHealth Group, Inc.		12,671		6,718
Veeva Systems, Inc. Class A (a)		15,935		2,572
Vertex Pharmaceuticals, Inc. (a)		472		136
Waters Corp. (a)		5,258		1,801
Zoetis, Inc.		13,619		1,996
				57,631
Industrials (8.0%):
3M Co.		31,557		3,784
Booz Allen Hamilton Holding Corp.		13,818		1,444
Cintas Corp.		5,789		2,614
Cummins, Inc.		9,971		2,416
Dover Corp.		928		126
Emerson Electric Co.		911		88
Fastenal Co.		46,882		2,219
Illinois Tool Works, Inc.		13,625		3,002
Leidos Holdings, Inc.		1,221		128
Lockheed Martin Corp.		16,669		8,109
Masco Corp.		2,534		118
Northrop Grumman Corp.		483		264
Old Dominion Freight Line, Inc.		9,592		2,722
Otis Worldwide Corp.		34,727		2,720
Owens Corning		1,353		115
Robert Half International, Inc.		15,555		1,148
Rockwell Automation, Inc.		6,266		1,614
Union Pacific Corp.		8,337		1,726
United Parcel Service, Inc. Class B		15,095		2,624
United Rentals, Inc. (a)		450		160
W.W. Grainger, Inc.		1,938		1,078
				38,219

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Information Technology (15.6%):
Adobe, Inc. (a)		7,619	$	2,564
Apple, Inc.		155,488		20,203
Applied Materials, Inc.		2,454		239
Autodesk, Inc. (a)		9,047		1,691
Automatic Data Processing, Inc.		1,290		308
Broadcom, Inc.		1,049		587
Cadence Design Systems, Inc. (a)		17,163		2,757
CDW Corp.		9,464		1,690
Cisco Systems, Inc.		62,422		2,974
Enphase Energy, Inc. (a)		654		173
Fair Isaac Corp. (a)		6,478		3,878
FleetCor Technologies, Inc. (a)		879		161
Fortinet, Inc. (a)		24,245		1,185
Gartner, Inc. (a)		408		137
HP, Inc.		28,235		759
International Business Machines Corp.		2,629		370
Jack Henry & Associates, Inc.		897		158
KLA Corp.		2,085		786
Lam Research Corp.		1,053		443
Mastercard, Inc. Class A		7,060		2,455
Microsoft Corp.		61,142		14,663
Motorola Solutions, Inc.		978		252
NetApp, Inc.		11,087		666
ON Semiconductor Corp. (a)		1,722		107
Oracle Corp.		14,121		1,154
Parade Technologies Ltd.		31,000		777
Qorvo, Inc. (a)		9,117		826
QUALCOMM, Inc.		17,054		1,875
Teradyne, Inc.		11,498		1,004
Texas Instruments, Inc.		24,826		4,102
The Western Union Co.		119,583		1,647
VeriSign, Inc. (a)		9,129		1,875
Visa, Inc. Class A		6,771		1,407
Zebra Technologies Corp. (a)		4,322		1,108
				74,981
Materials (1.0%):
CF Industries Holdings, Inc.		1,439		123
Dow, Inc.		13,436		677
Nucor Corp.		7,694		1,014
Steel Dynamics, Inc.		1,155		113
The Mosaic Co.		2,412		106
The Sherwin-Williams Co.		12,035		2,856
				4,889
Real Estate (0.3%):
American Tower Corp.		2,695		571
Crown Castle, Inc.		1,395		189

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Equinix, Inc.		317	$	207
Prologis, Inc.		4,193		473
				1,440
Utilities (0.1%):
Evergy, Inc.		2,544		160
FirstEnergy Corp.		2,931		123
Vistra Corp.		8,128		189
				472
				295,903
Total Common Stocks (Cost $478,439)				479,339
Collateral for Securities Loaned (0.8%)^
United States (0.8%):
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.14% (i)		1,103,078		1,103
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (i)		1,103,078		1,103
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (i)		1,103,078		1,103
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (i)		1,103,078		1,103
Total Collateral for Securities Loaned (Cost $4,412)				4,412
Total Investments (Cost $482,851) — 100.6%				483,751
Liabilities in excess of other assets — (0.6)%				(3,118	)
NET ASSETS — 100.00%			$	480,633

At December 31, 2022, the Fund's investments in foreign securities were 38.2% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

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

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2022, the fair value of these securities was $2,093 thousands and amounted to 0.4% of net assets.

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At December 31, 2022, illiquid securities were 0.01% of the Fund's net assets.

(f)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.01% of net assets as of December 31, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Global Managed Volatility Fund Schedule of Portfolio Investments — continued
December 31, 2022

(g)  The following table details the earliest acquisition date and cost of the Fund's Russian sanctioned restricted securities at December 31, 2022 (amount in thousands):

Security Name	Acquisition Date	Cost
LUKOIL PJSC	4/22/2020	$	2,312
MMC Norilsk Nickel PJSC	09/30/2019		1,604
Mobile TeleSystems PJSC	11/11/2021		2,034
Sberbank of Russia PJSC	4/22/2020		1,393
Tatneft PJSC	12/21/2020		608
X5 Retail Group NV, GDR	11/11/2021		637

(h)  Restricted security due to trading restrictions. Russian sanctioned entity by the United States Government.

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

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.

22

USAA Mutual Funds Trust Statement of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)

	USAA Global Managed Volatility Fund
Assets:
Investments, at value (Cost $482,851)	$	483,751	(a)
Foreign currency, at value (Cost $73)		74
Cash		503
Deposit with broker for futures contracts		5
Receivables:
Interest and dividends		614
Reclaims		452
From Adviser		68
Prepaid expenses		12
Total Assets		485,479
Liabilities:
Payables:
Collateral received on loaned securities		4,412
Capital shares redeemed		5
Accrued foreign capital gains taxes		69
Accrued expenses and other payables:
Investment advisory fees		249
Administration fees		22
Custodian fees		13
Transfer agent fees		21
Compliance fees		—	(b)
Trustees' fees		—	(b)
Other accrued expenses		55
Total Liabilities		4,846
Net Assets:
Capital		489,869
Total accumulated earnings/(loss)		(9,236	)
Net Assets	$	480,633
Net Assets
Fund Shares	$	9,065
Institutional Shares		471,568
Total	$	480,633
Shares (unlimited number of shares authorized with no par value):
Fund Shares		1,082
Institutional Shares		55,220
Total		56,302
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	8.38
Institutional Shares	$	8.54

(a)  Includes $4,269 thousand 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.

23

USAA Mutual Funds Trust Statement of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)

	USAA Global Managed Volatility Fund
Investment Income:
Interest	$	4
Dividends		13,736
Non-cash dividends		691
Securities lending (net of fees)		210
Foreign tax withholding		(1,103	)
Total Income		13,538
Expenses:
Investment advisory fees		3,052
Administration fees — Fund Shares		15
Administration fees — Institutional Shares		249
Sub-Administration fees		56
Custodian fees		82
Transfer agent fees — Fund Shares		13
Transfer agent fees — Institutional Shares		249
Trustees' fees		47
Compliance fees		4
Legal and audit fees		90
State registration and filing fees		36
Other expenses		89
Total Expenses		3,982
Expenses waived/reimbursed by Adviser		(405	)
Net Expenses		3,577
Net Investment Income (Loss)		9,961
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities and foreign currency transactions		(2,754	)
Foreign taxes on realized gains		(8	)
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations		(100,860	)
Net change in accrued foreign taxes on unrealized gains		54
Net realized/unrealized gains (losses) on investments		(103,568	)
Change in net assets resulting from operations	$	(93,607	)

See notes to financial statements.

24

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Global Managed Volatility Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	9,961		$	8,944
Net realized gains (losses)		(2,762	)		94,962
Net change in unrealized appreciation/depreciation		(100,806	)		16,818
Change in net assets resulting from operations		(93,607	)		120,724
Distributions to Shareholders:
Fund Shares		(732	)		(2,473	)
Institutional Shares		(38,065	)		(119,748	)
Change in net assets resulting from distributions to shareholders		(38,797	)		(122,221	)
Change in net assets resulting from capital transactions		6,690			(127,774	)
Change in net assets		(125,714	)		(129,271	)
Net Assets:
Beginning of period		606,347			735,618
End of period	$	480,633		$	606,347
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	1,403		$	1,421
Distributions reinvested		727			2,461
Cost of shares redeemed		(2,582	)		(1,783	)
Total Fund Shares	$	(452	)	$	2,099
Institutional Shares
Proceeds from shares issued	$	—		$	172
Distributions reinvested		38,066			119,748
Cost of shares redeemed		(30,924	)		(249,793	)
Total Institutional Shares	$	7,142		$	(129,873	)
Change in net assets resulting from capital transactions	$	6,690		$	(127,774	)
Share Transactions:
Fund Shares
Issued		146			117
Reinvested		83			230
Redeemed		(277	)		(147	)
Total Fund Shares		(48	)		200
Institutional Shares
Issued		—			13
Reinvested		4,278			10,972
Redeemed		(3,170	)		(20,743	)
Total Institutional Shares		1,108			(9,758	)
Change in Shares		1,060			(9,558	)

See notes to financial statements.

25

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Global Managed Volatility Fund
	Fund Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.78		$	11.20		$	10.97		$	9.39		$	10.73
Investment Activities:
Net investment income (loss)		0.17	(a)		0.15	(a)		0.12	(a)		0.19	(a)		0.25
Net realized and unrealized gains (losses)		(1.85	)		2.15			0.56			1.85			(1.18	)
Total from Investment Activities		(1.68	)		2.30			0.68			2.04			(0.93	)
Distributions to Shareholders From:
Net investment income		(0.20	)		(0.11	)		(0.15	)		(0.22	)		(0.15	)
Net realized gains from investments		(0.52	)		(2.61	)		(0.30	)		(0.24	)		(0.26	)
Total Distributions		(0.72	)		(2.72	)		(0.45	)		(0.46	)		(0.41	)
Net Asset Value, End of Period	$	8.38		$	10.78		$	11.20		$	10.97		$	9.39
Total Return (b)		(15.78	)%		21.00	%		6.25	%		21.69	%		(8.78	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%
Net Investment Income (Loss)		1.77	%		1.26	%		1.14	%		1.81	%		1.57	%
Gross Expenses (d)		1.13	%		1.05	%		1.15	%		1.09	%		1.18	%
Supplemental Data:
Net Assets at end of period (000's)	$	9,065		$	12,183		$	10,414		$	11,921		$	10,229
Portfolio Turnover (e)		26	%		40	%		86	%		53	%		35	%

(continues on next page)

See notes to financial statements.

26

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Global Managed Volatility Fund
	Institutional Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.98		$	11.35		$	11.11		$	9.49		$	10.84
Investment Activities:
Net investment income (loss)		0.19	(a)		0.18	(a)		0.14	(a)		0.21	(a)		0.16
Net realized and unrealized gains (losses)		(1.90	)		2.19			0.57			1.88			(1.08	)
Total from Investment Activities		(1.71	)		2.37			0.71			2.09			(0.92	)
Distributions to Shareholders From:
Net investment income		(0.21	)		(0.13	)		(0.17	)		(0.23	)		(0.17	)
Net realized gains from investments		(0.52	)		(2.61	)		(0.30	)		(0.24	)		(0.26	)
Total Distributions		(0.73	)		(2.74	)		(0.47	)		(0.47	)		(0.43	)
Net Asset Value, End of Period	$	8.54		$	10.98		$	11.35		$	11.11		$	9.49
Total Return (b)		(15.70	)%		21.34	%		6.44	%		21.97	%		(8.61	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.70	%		0.70	%		0.70	%		0.70	%		0.70	%
Net Investment Income (Loss)		1.96	%		1.45	%		1.34	%		1.97	%		1.87	%
Gross Expenses (d)		0.78	%		0.77	%		0.74	%		0.75	%		0.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	471,568		$	594,164		$	725,204		$	1,005,270		$	922,210
Portfolio Turnover (e)		26	%		40	%		86	%		53	%		35	%

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

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

(c)  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.

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

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

See notes to financial statements.

27

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 Managed Volatility 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.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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 (unadjusted) in active markets for identical securities

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

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

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

28

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the 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"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

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

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 categorized as Level 2 in the fair value hierarchy.

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Common Stocks	$	324,905	$	154,391	$	43	$	479,339
Collateral for Securities Loaned		4,412		—		—		4,412
Total	$	329,317	$	154,391	$	43	$	483,751

As of December 31, 2022, there were no significant transfers into/out of Level 3.

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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

Derivative Instruments:

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 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 December 31, 2022, the Fund had no open forward foreign exchange currency contracts.

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 broker for futures contracts.

The Fund did not hold futures contracts as of December 31, 2022.

Options:

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options on underlying instruments, namely, equity securities, ETFs, and equity indexes, to gain exposure to, or hedge against, changes in the value of equity securities, ETFs, or equity indexes. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying instrument at a specified price during a specified period. Conversely, a put option gives the purchaser

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

the right to sell, and the writer the obligation to buy, the underlying instrument at a specified price during a specified period. The purchaser of the option pays a premium to the writer of the option.

Premiums paid for purchased options are included on the Fund's Statement of Assets and Liabilities as an investment. If a purchased option expires unexercised, the premium paid is recognized as a realized loss. If a purchased call option on a security is exercised, the cost of the security acquired includes the exercise price and the premium paid. If a purchased put option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium paid. The risk associated with purchasing a call or put option is limited to the premium paid.

Premiums received from writing options are included on the Fund's Statement of Assets and Liabilities as a liability. If a written option expires unexercised, the premium received is recognized as a realized gain. If a written call option on a security is exercised, the realized gain or loss on the security sold is determined from the exercise price, the original cost of the security, and the premium received. If a written put option on a security is exercised, the cost of the security acquired is the exercise price paid less the premium received. The Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

In an attempt to reduce the Fund's volatility over time, the Fund may implement a strategy that involves purchasing and selling options on indexes or ETFs that represent the Fund's exposure against a highly correlated stock portfolio. The combination of the diversified stock portfolio with index or ETF options is designed to provide the Fund with consistent returns over a wide range of equity market environments. This strategy may not fully protect the Fund against declines in the portfolio's value, and the Fund could experience a loss. Options on ETFs are similar to options on individual securities in that the holder of the ETF call (or put) has the right to receive (or sell) shares of the underlying ETF at the strike price on or before exercise date. Options on securities indexes are different from options on individual securities in that the holder of the index option has the right to receive an amount of cash equal to the difference between the exercise price and the settlement value of the underlying index as defined by the exchange. If an index option is exercised, the realized gain or loss is determined by the exercise price, the settlement value, and the premium amount paid or received.

As of December 31, 2022, the Fund had no open options.

Investment Transactions and Related Income:

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

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	4,269	$	—	$	4,412

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 investment securities and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions on the 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:

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

For the year ended December 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 an affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, 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.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	132,002	$	153,606

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual and semi-annual reports may be viewed at vcm.com. As of December 31, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Target Retirement Income Fund		8.1
USAA Target Retirement 2030 Fund		24.0
USAA Target Retirement 2040 Fund		36.9
USAA Target Retirement 2050 Fund		25.4
USAA Target Retirement 2060 Fund		3.7

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended December 31, 2022, 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 December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15% and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares and Institutional Shares, respectively. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Administration fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 December 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Compliance 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 fees for the Institutional Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.05% of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended December 31, 2022, 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.

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 December 31, 2022, 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 limits 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 December 31, 2022, the expense limits (excluding voluntary waivers) were 0.90% and 0.70% for Fund Shares and Institutional 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 (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 December 31, 2022, 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 repayments are not probable at December 31, 2022.

Expires 2023		Expires 2024		Expires 2025		Total
$	356	$	424	$	405	$	1,185

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 December 31, 2022.

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

6. Risks:

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

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

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. 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 may 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. Global markets, or those in a particular region, may all react in similar fashion to important political, economic, or other developments. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable and make such investments riskier and more volatile.

Derivatives Risk — The Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETFs, or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they

35

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

Emerging Markets Risk — Foreign securities risk can be particularly heightened because investments in emerging market countries generally are more volatile than investments in developed markets. Emerging market countries are less economically diverse and mature than more developed countries and tend to be politically less stable.

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the 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 December 31, 2022.

Interfund Lending:

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

The Fund did not utilize or participate in the Facility during the year ended December 31, 2022.

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

36

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 December 31, 2022, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(8,674	)	$	8,674

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 December 31, 2022								Year Ended December 31, 2021
Distributions paid from								Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	16,737	$	22,060	$	38,797	$	38,797	$	35,478	$	86,743	$	122,221	$	122,221

As of December 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings (Loss)
$	(9,172	)	$	(64	)	$	(9,236	)

*  Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and certain late-year ordinary losses. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, and passive foreign investment companies.

As of December 31, 2022, the Fund had no loss carryforwards for federal income tax purposes.

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	483,744	$	53,554	$	(53,547	)	$	7

37

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

9. Subsequent Event

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA Global Managed Volatility Fund	Victory Global Managed Volatility Fund

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Global Managed Volatility Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Global Managed Volatility Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2022, 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 (one of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, 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 December 31, 2022, 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
February 28, 2023

39

USAA Mutual Funds Trust Supplemental Information
December 31, 2022

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

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Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

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Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

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Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

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Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

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Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

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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 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 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 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 July 1, 2022, through December 31, 2022.

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

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

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

	Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22- 12/31/22*		Hypothetical Expenses Paid During Period 7/1/22- 12/31/22*		Annualized Expense Ratio During Period 7/1/22- 12/31/22
Fund Shares	$	1,000.00	$	1,034.00	$	1,020.67	$	4.61	$	4.58		0.90	%
Institutional Shares		1,000.00		1,034.30		1,021.68		3.59		3.57		0.70	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended December 31, 2022, 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 2023.

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 December 31, 2022 (amounts in thousands):

Dividend Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions
	40	%		73	%	$	5,488	$	22,060

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Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Global Managed Volatility Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 8-9, 2022 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 21, 2022.

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. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

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.

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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 program, (iv) derivatives risk management program, and (v) 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 net management fee rate — which includes advisory and administrative services 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 underlying fund expenses and after any reimbursements, were above the median of its expense group and equal to the median of its 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 below the average of its performance universe and above its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and below its Lipper index for the three- and five-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods.

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

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allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees 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 took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes on its performance and fees, noting that the Fund may realize other economies of scale if assets increase proportionally more than some 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 its affiliates 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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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

88394-0223

DECEMBER 31, 2022

Annual Report

USAA Extended Market Index Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Manager's 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	72
Statement of Operations	73
Statements of Changes in Net Assets	74
Financial Highlights	75
Notes to Financial Statements	76
Report of Independent Registered Public Accounting Firm	86
Supplemental Information (Unaudited)	87
Trustee and Officer Information	87
Proxy Voting and Portfolio Holdings Information	93
Expense Example	93
Additional Federal Income Tax Information	94
Advisory Contract Approval	95
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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA Extended Market Index Fund

Manager's Commentary

(Unaudited)

•  What were the market conditions over the reporting period?

At the beginning of the reporting period, the Russian invasion of Ukraine in February of 2022 added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish U.S. Federal Reserve (the "Fed"), and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500^® Index also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets remained focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

The second quarter of 2022 saw continued pressure on stocks and bonds. The Fed's hawkish pivot, which started in the fourth quarter of 2021 continued to put pressure on equity multiples, especially for long-duration growth stocks. With inflation readings hitting four-decade highs, the Fed now faced an increasingly difficult task of implementing policy strong enough to tame inflation and provide a "soft landing" for the economy, while not being too aggressive and tilting the economy into recession. This risk contributed to the heightened stock market volatility, in addition to mounting COVID-19 related lockdowns in China, rising oil prices, and the ongoing conflict between Russia and the Ukraine.

In the third quarter, global equities declined, continuing the downward trend from the first half of 2022. The quarter began with a rally that continued into mid-August, on hopes that the Fed would pivot toward a more accommodative policy. However, messaging from the Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding a recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global Equities rebounded in the fourth quarter, trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from the Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 bps in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

4

USAA Extended Market Index Fund

Manager's Commentary (continued)

•  How did the USAA Extended Market Index Fund (the "Fund") perform during the reporting period?

The Fund posted a total return of -24.03% for the reporting period ended December 31, 2022, while its benchmark index, the Wilshire 4500 Completion Index, posted a return of -23.86%.

•  Please describe sector performance during the reporting period.

During the year, the Fund had a negative absolute return. Only the energy and utilities sectors were positive. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

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

5

USAA Extended Market Index Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares
INCEPTION DATE	10/27/00
	Net Asset Value			Wilshire 4500 Completion Index1
One Year		–24.03	%		–23.86	%
Five Year		5.89	%		6.20	%
Ten Year		9.86	%		10.62	%

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

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 Extended Market Index Fund — Growth of $10,000

¹The Wilshire 4500 Completion Index is a market cap-weighted index consisting of the small and mid-cap companies in the U.S. equity market. The index consists of securities within the Wilshire 5000 Total Market Index (Parent Index) after eliminating the companies included in the S&P 500 Index. The Parent Index measures performance of all U.S. equity securities with readily available price data. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Extended Market Index Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of all small- and mid-cap stocks as measured by the Wilshire 4500 Completion Index^SM (the "Index").

Sector Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

7

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.4%)
Communication Services (3.5%):
AdTheorent Holding Co., Inc. (a)		2,650	$	4
Advantage Solutions, Inc. (a)		9,037		19
Altice USA, Inc. Class A (a)		23,317		107
AMC Entertainment Holdings, Inc. (a) (b)		58,655		239
AMC Networks, Inc. Class A (a)		3,139		49
Angi, Inc. Class A (a)		8,670		20
Anterix, Inc. (a)		2,086		67
Arena Group Holdings, Inc. The (a)		1,620		17
Atn International, Inc.		1,217		55
Bandwidth, Inc. Class A (a)		2,386		55
Boston Omaha Corp. Class A (a)		3,153		84
Bumble, Inc. Class A (a)		9,265		195
BuzzFeed, Inc. (a)		2,705		2
Cable One, Inc.		527		375
Cardlytics, Inc. (a)		3,621		21
Cargurus, Inc. (a)		10,023		140
Cars.com, Inc. (a)		7,009		97
Cinedigm Corp. Class A (a)		17,300		7
Cinemark Holdings, Inc. (a)		12,314		107
Clear Channel Outdoor Holdings, Inc. (a)		52,959		56
Cogent Communications Holdings, Inc.		4,850		277
comScore, Inc. (a)		8,143		9
Consolidated Communications Holdings, Inc. (a)		8,251		30
CuriosityStream, Inc. (a)		3,175		4
DallasNews Corp.		511		2
DHI Group, Inc. (a)		4,734		25
Dolphin Entertainment, Inc. (a)		924		2
EchoStar Corp. Class A (a)		3,745		62
Emerald Holding, Inc. (a)		2,432		9
Endeavor Group Holdings, Inc. Class A (a)		20,437		461
Entercom Communications Corp. (a)		13,149		3
Entravision Communications Corp. Class A		6,557		31
Eventbrite, Inc. Class A (a)		8,782		51
EverQuote, Inc. Class A (a)		2,174		32
FaZe Holdings, Inc. (a) (b)		2,962		5
FG Group Holdings, Inc. (a)		1,853		5
Frontier Communications Parent, Inc. (a)		25,023		638
Gaia, Inc. (a)		1,469		4
Gannett Co., Inc. (a)		15,648		32
Getty Images Holdings, Inc. (a) (b)		22,850		127
Globalstar, Inc. (a)		83,804		111
Gogo, Inc. (a)		7,449		110
Gray Television, Inc.		8,444		95
Harte-Hanks, Inc. (a)		639		7
IAC, Inc. (a)		8,897		395
IDT Corp. Class B (a)		1,960		55
iHeartMedia, Inc. Class A (a)		13,381		82
Innovid Corp. (a) (b)		7,065		12

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Integral Ad Science Holding Corp. (a)		4,015	$	35
Iridium Communications, Inc. (a)		12,825		659
IZEA Worldwide, Inc. (a)		6,714		4
John Wiley & Sons, Inc. Class A		4,873		195
KORE Group Holdings, Inc. (a) (b)		4,586		6
Leafly Holdings, Inc. (a)		2,988		2
Lee Enterprises, Inc. (a)		509		9
Liberty Broadband Corp. Class A (a)		2,049		155
Liberty Broadband Corp. Class C (a)		13,914		1,061
Liberty Media Corp.-Liberty Braves Class A (a)		1,112		36
Liberty Media Corp.-Liberty Braves Class C (a)		4,246		137
Liberty Media Corp.-Liberty Formula One Class A (a)		2,530		135
Liberty Media Corp.-Liberty Formula One Class C (a)		22,494		1,345
Liberty Media Corp.-Liberty SiriusXM Class A (a)		10,688		420
Liberty Media Corp.-Liberty SiriusXM Class C (a)		22,350		875
Liberty TripAdvisor Holdings, Inc. Class A (a)		8,144		5
Lions Gate Entertainment Corp. Class A (a)		6,240		36
Lions Gate Entertainment Corp. Class B (a)		13,513		73
LiveOne, Inc. (a)		8,514		5
Loyalty Ventures, Inc. (a)		2,207		5
Madison Square Garden Entertainment Corp. (a)		2,890		130
Madison Square Garden Sports Corp.		1,744		320
Magnite, Inc. (a)		12,975		137
MediaAlpha, Inc. Class A (a)		2,582		26
National CineMedia, Inc.		8,364		2
Nexstar Media Group, Inc.		4,183		732
Nextdoor Holdings, Inc. (a)		11,847		24
Ooma, Inc. (a)		2,482		34
Outbrain, Inc. (a)		2,803		10
Paramount Global Class A		1,063		21
Pinterest, Inc. Class A (a)		65,491		1,590
PubMatic, Inc. Class A (a)		4,359		56
QuinStreet, Inc. (a)		5,029		72
Reading International, Inc. Class A (a)		1,895		5
Reservoir Media, Inc. (a)		3,580		21
ROBLOX Corp. Class A (a)		47,395		1,349
Roku, Inc. (a)		13,702		558
Saga Communications, Inc. Class A		563		13
Salem Media Group, Inc. (a)		1,328		1
Scholastic Corp.		3,209		127
Sciplay Corp. Class A (a)		2,601		42
Shenandoah Telecommunications Co.		5,456		87
Shutterstock, Inc.		2,694		142
Sinclair Broadcast Group, Inc. Class A		4,811		75
Sirius XM Holdings, Inc. (b)		75,134		439
Skillz, Inc. (a) (b)		28,240		14
Snap, Inc. Class A (a)		117,133		1,048
Society Pass, Inc. (a)		1,958		2
Spok Holdings, Inc.		2,012		16
Stagwell, Inc. (a)		11,547		72

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Super League Gaming, Inc. (a)		3,907	$	1
System1, Inc. (a)		1,972		9
TechTarget, Inc. (a)		3,047		134
TEGNA, Inc.		25,068		531
Telephone and Data Systems, Inc.		11,244		118
The E.W. Scripps Co. Class A (a)		7,553		100
The Marcus Corp.		2,464		35
The New York Times Co. Class A		18,404		597
The Trade Desk, Inc. Class A (a)		49,889		2,237
Townsquare Media, Inc. Class A (a)		1,111		8
Travelzoo (a)		851		4
TripAdvisor, Inc. (a)		11,102		200
TrueCar, Inc. (a)		7,300		18
United States Cellular Corp. (a)		1,670		35
Urban One, Inc. (a)		1,013		5
Urban One, Inc. (a)		1,755		7
Vimeo, Inc. (a)		16,035		55
Vinco Ventures, Inc. (a) (b)		25,137		12
Warner Music Group Corp. Class A		13,080		458
WideOpenWest, Inc. (a)		5,974		54
World Wrestling Entertainment, Inc. Class A		4,816		330
Yelp, Inc. (a)		7,417		203
Zedge, Inc. Class B (a)		1,432		3
Ziff Davis, Inc. (a)		5,195		411
ZipRecruiter, Inc. (a)		4,550		75
ZoomInfo Technologies, Inc. (a)		33,425		1,006
				23,401
Consumer Discretionary (10.2%):
1-800-Flowers.com, Inc. Class A (a)		3,217		31
1stdibs.com, Inc. (a)		1,752		9
2U, Inc. (a)		8,354		52
Abercrombie & Fitch Co. (a)		5,276		121
Academy Sports & Outdoors, Inc.		8,959		471
Accel Entertainment, Inc. (a)		6,853		53
Acushnet Holdings Corp.		3,634		154
ADT, Inc.		36,060		327
Adtalem Global Education, Inc. (a)		4,976		177
Airbnb, Inc. Class A (a)		43,037		3,680
aka Brands Holding Corp. (a)		1,608		2
Allbirds, Inc. Class A (a)		10,519		25
American Axle & Manufacturing Holdings, Inc. (a)		12,351		97
American Eagle Outfitters, Inc.		19,135		267
American Outdoor Brands, Inc. (a)		1,435		14
American Public Education, Inc. (a)		2,014		25
America's Car-Mart, Inc. (a)		658		48
Aramark		28,956		1,197
Arhaus, Inc. (a)		2,283		22
Ark Restaurants Corp.		181		3
Arko Corp.		7,495		65
Asbury Automotive Group, Inc. (a)		2,487		446

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Aterian, Inc. (a) (b)		8,536	$	7
Autoliv, Inc.		9,884		757
AutoNation, Inc. (a)		3,432		368
AYRO, Inc. (a)		3,613		1
Bally's Corp. (a)		4,295		83
BARK, Inc. (a)		10,203		15
Barnes & Noble Education, Inc. (a)		3,446		6
Bassett Furniture Industries, Inc.		976		17
Beazer Homes USA, Inc. (a)		3,301		42
Bed Bath & Beyond, Inc. (a) (b)		8,621		22
Big 5 Sporting Goods Corp.		2,341		21
Big Lots, Inc. (b)		3,022		44
Biglari Holdings, Inc. Class B (a)		235		33
BJ's Restaurants, Inc. (a)		2,582		68
Bloomin' Brands, Inc.		9,729		196
Bluegreen Vacations Holding Corp. (b)		1,260		31
Boot Barn Holdings, Inc. (a)		3,349		209
Bowlero Corp. (a) (b)		10,978		148
Boxed, Inc. (a)		5,430		1
Boyd Gaming Corp.		9,094		496
Bright Horizons Family Solutions, Inc. (a)		6,495		410
Brilliant Earth Group, Inc. (a)		1,205		5
Brinker International, Inc. (a)		4,882		156
Brunswick Corp.		8,356		602
Build-A-Bear Workshop, Inc. (a)		1,459		35
BurgerFi International, Inc. (a)		1,263		2
Burlington Stores, Inc. (a)		7,439		1,508
Caleres, Inc.		3,931		88
Camping World Holdings, Inc. Class A (b)		4,275		95
Canoo, Inc. (a) (b)		24,048		30
CarParts.com, Inc. (a)		5,439		34
Carriage Services, Inc.		1,451		40
Carrols Restaurant Group, Inc. (a)		3,870		5
Carter's, Inc.		4,293		320
Carvana Co. (a) (b)		10,807		51
Cavco Industries, Inc. (a)		939		212
Cedar Fair, LP		5,826		241
Century Casinos, Inc. (a)		3,017		21
Century Communities, Inc.		3,223		161
Charles & Colvard Ltd. (a)		2,875		2
Chegg, Inc. (a)		13,915		352
Chewy, Inc. Class A (a) (b)		10,506		390
Chico's FAS, Inc. (a)		13,629		67
Choice Hotels International, Inc.		4,052		456
Churchill Downs, Inc.		3,765		796
Chuy's Holdings, Inc. (a)		2,117		60
Citi Trends, Inc. (a)		913		24
Clarus Corp.		2,842		22
Columbia Sportswear Co.		3,664		321
Conn's, Inc. (a)		1,438		10

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Contextlogic, Inc. Class A (a)		62,236	$	30
Coursera, Inc. (a)		10,422		123
Cracker Barrel Old Country Store, Inc.		2,535		240
Cricut, Inc. Class A (a) (b)		4,314		40
Crocs, Inc. (a)		6,717		728
Crown Crafts, Inc.		1,017		5
Culp, Inc.		1,240		6
Dana, Inc.		16,107		244
Dave & Buster's Entertainment, Inc. (a)		5,310		188
Deckers Outdoor Corp. (a)		2,981		1,190
Delta Apparel, Inc. (a)		659		7
Denny's Corp. (a)		6,246		58
Designer Brands, Inc. Class A		5,771		56
Destination XL Group, Inc. (a)		6,588		45
Dick's Sporting Goods, Inc.		5,995		721
Dillard's, Inc. Class A		1,045		338
Dine Brands Global, Inc.		1,655		107
DoorDash, Inc. Class A (a)		28,844		1,408
Dorman Products, Inc.		2,960		239
DraftKings, Inc. (a)		43,270		493
Dream Finders Homes, Inc. Class A (a) (b)		2,352		20
Drive Shack, Inc. (a)		9,017		2
Duluth Holdings, Inc. Class B (a)		1,433		9
Duolingo, Inc. (a)		2,918		208
Dutch Bros, Inc. Class A (a) (b)		4,600		130
Educational Development Corp.		721		2
El Pollo Loco Holdings, Inc.		2,226		22
Envela Corp. (a)		825		4
Envirotech Vehicles, Inc. (a)		1,685		4
Escalade, Inc.		1,002		10
Ethan Allen Interiors, Inc.		2,588		68
European Wax Center, Inc. Class A		3,596		45
Everi Holdings, Inc. (a)		9,891		142
EVgo, Inc. (a) (b)		7,683		34
Express, Inc. (a) (b)		7,358		8
F45 Training Holdings, Inc. (a) (b)		5,256		15
Faraday Future Intelligent Electric, Inc. (a) (b)		27,179		8
FAT Brands, Inc. (b)		412		2
Fiesta Restaurant Group, Inc. (a)		2,714		20
First Watch Restaurant Group, Inc. (a)		1,881		25
Fisker, Inc. (a) (b)		18,502		135
Five Below, Inc. (a)		6,174		1,092
Flexsteel Industries, Inc.		445		7
Floor & Decor Holdings, Inc. Class A (a)		11,553		804
Foot Locker, Inc.		9,001		340
Fossil Group, Inc. (a)		5,294		23
Fox Factory Holding Corp. (a)		4,749		433
Franchise Group, Inc. (b)		3,115		74
Frontdoor, Inc. (a)		9,248		192
Full House Resorts, Inc. (a)		3,707		28

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Funko, Inc. Class A (a)		3,534	$	39
GameStop Corp. Class A (a) (b)		29,032		536
Genesco, Inc. (a)		1,394		64
Gentex Corp.		26,685		728
Gentherm, Inc. (a)		3,726		243
G-III Apparel Group Ltd. (a)		4,689		64
Global Business Travel Group I (a) (b)		3,383		23
Golden Entertainment, Inc. (a)		2,200		82
GoPro, Inc. Class A (a)		14,401		72
Graham Holdings Co. Class B		422		255
Grand Canyon Education, Inc. (a)		3,555		376
Green Brick Partners, Inc. (a)		4,912		119
Group 1 Automotive, Inc.		1,702		307
Groupon, Inc. (a) (b)		2,199		19
Grove Collaborative Holdings (a) (b)		6,077		2
GrowGeneration Corp. (a)		6,555		26
Guess?, Inc. (b)		3,460		72
H&R Block, Inc.		17,971		656
Hall of Fame Resort & Entertainment Co. (a)		400		3
Hamilton Beach Brands Holding Co. Class A		726		9
Hanesbrands, Inc.		39,206		249
Harley-Davidson, Inc.		16,422		683
Haverty Furniture Cos., Inc.		1,520		45
Helen of Troy Ltd. (a)		2,693		299
Hibbett, Inc.		1,337		91
Hilton Grand Vacations, Inc. (a)		9,484		366
Holley, Inc. (a)		6,698		14
Hooker Furniture Corp.		1,287		24
Hovnanian Enterprises, Inc. Class A (a)		562		24
Hyatt Hotels Corp. Class A (a)		5,574		504
Inspired Entertainment, Inc. (a)		2,765		35
Installed Building Products, Inc.		2,643		226
iRobot Corp. (a) (b)		2,998		144
J. Jill, Inc. (a)		495		12
Jack in the Box, Inc.		2,366		161
JAKKS Pacific, Inc. (a)		806		14
Jerash Holdings US, Inc.		602		2
JOANN, Inc. (b)		1,296		4
Johnson Outdoors, Inc. Class A		936		62
KB Home		9,596		306
Kirkland's, Inc. (a) (b)		1,259		4
Kohl's Corp.		12,973		328
Kontoor Brands, Inc.		6,160		246
Koss Corp. (a)		457		2
Krispy Kreme, Inc.		7,411		77
Kura Sushi USA, Inc. Class A (a)		466		22
Lakeland Industries, Inc. (a)		819		11
Lands' End, Inc. (a)		1,503		11
Landsea Homes Corp. (a)		1,068		6
Latham Group, Inc. (a)		4,519		15

See notes to financial statements.

13

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Laureate Education, Inc. Class A		11,213	$	108
La-Z-Boy, Inc.		4,835		110
Lazydays Holdings, Inc. (a) (b)		1,082		13
LCI Industries		2,771		256
Lear Corp.		6,738		836
Legacy Housing Corp. (a)		1,053		20
Leggett & Platt, Inc.		14,901		480
Lennar Corp. Class B		1,652		124
Leslie's, Inc. (a)		18,072		221
Levi Strauss & Co. Class A		10,557		164
LGI Homes, Inc. (a)		2,298		213
Life Time Group Holdings, Inc. (a)		5,061		61
Lifetime Brands, Inc.		1,352		10
Light & Wonder, Inc. (a)		10,599		621
Lincoln Educational Services Corp. (a)		2,587		15
Liquidity Services, Inc. (a)		3,069		43
Lithia Motors, Inc.		3,062		627
Lordstown Motors Corp. Class A (a) (b)		18,925		22
Lucid Group, Inc. (a) (b)		60,752		415
Lumber Liquidators Holdings, Inc. (a)		3,196		18
Luminar Technologies, Inc. (a) (b)		23,974		119
M/I Homes, Inc. (a)		3,056		141
Macy's, Inc.		30,755		635
Malibu Boats, Inc. Class A (a)		2,280		122
Marine Products Corp.		1,204		14
MarineMax, Inc. (a)		2,395		75
Marriott Vacations Worldwide Corp.		4,102		552
MasterCraft Boat Holdings, Inc. (a)		2,007		52
Mattel, Inc. (a)		39,691		708
MDC Holdings, Inc.		6,461		204
Membership Collective Group, Inc. (a) (b)		4,044		15
Meritage Homes Corp. (a)		4,067		375
Mister Car Wash, Inc. (a) (b)		8,634		80
Modine Manufacturing Co. (a)		5,608		111
Monarch Casino & Resort, Inc. (a)		1,501		115
Monro, Inc.		3,545		160
Motorcar Parts of America, Inc. (a)		2,117		25
Movado Group, Inc.		1,749		56
Mullen Automotive, Inc. (a) (b)		44,507		13
Murphy USA, Inc.		2,051		573
Nathan's Famous, Inc.		315		21
National Vision Holdings, Inc. (a)		8,864		344
Nautilus, Inc. (a)		3,444		5
Nerdy, Inc. (a)		5,710		13
Noodles & Co. (a)		3,994		22
Nordstrom, Inc.		10,901		176
Ollie's Bargain Outlet Holdings, Inc. (a)		6,109		286
OneWater Marine, Inc. (a)		1,219		35
Overstock.com, Inc. (a)		5,134		99
Oxford Industries, Inc.		1,752		163

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Papa John's International, Inc.		3,931	$	324
Party City Holdco, Inc. (a)		12,055		4
Patrick Industries, Inc.		2,465		149
Peloton Interactive, Inc. Class A (a)		32,551		258
Penn Entertainment, Inc. (a)		17,636		524
Penske Automotive Group, Inc.		2,590		298
Perdoceo Education Corp. (a)		7,382		103
Petco Health & Wellness Co., Inc. (a)		17,072		162
PetMed Express, Inc.		2,242		40
Planet Fitness, Inc. Class A (a)		9,274		731
PlayAGS, Inc. (a)		3,206		16
PLBY Group, Inc. (a) (b)		3,366		9
Polaris, Inc.		6,354		642
Polished.com, Inc. (a)		11,478		7
Porch Group, Inc. (a) (b)		9,284		17
Portillo's, Inc. Class A (a)		3,393		55
Poshmark, Inc. Class A (a)		4,832		86
Potbelly Corp. (a)		2,085		12
PowerSchool Holdings, Inc. (a)		9,506		219
Purple Innovation, Inc. (a) (b)		10,267		49
PVH Corp.		7,523		531
QuantumScape Corp. (a) (b)		26,989		153
Quotient Technology, Inc. (a)		9,736		33
Qurate Retail, Inc. Class A (a)		38,598		63
RCI Hospitality Holdings, Inc.		913		85
Red Robin Gourmet Burgers, Inc. (a) (b)		1,750		10
Red Rock Resorts, Inc. Class A		5,572		223
Regis Corp. (a) (b)		3,977		5
Remark Holdings, Inc. (a)		1,062		1
Rent the Runway, Inc. Class A (a) (b)		4,225		13
Rent-A-Center, Inc.		5,980		135
Revolve Group, Inc. (a) (b)		4,576		102
RH (a)		2,343		626
Rivian Automotive, Inc. Class A (a)		57,732		1,064
Rocky Brands, Inc.		772		18
Rover Group, Inc. (a) (b)		10,427		38
RumbleON, Inc. Class B (a)		1,123		7
Rush Street Interactive, Inc. (a)		6,252		22
Ruth's Hospitality Group, Inc.		3,567		55
Sally Beauty Holdings, Inc. (a)		12,024		151
SeaWorld Entertainment, Inc. (a)		7,521		402
Service Corp. International		17,358		1,200
Shake Shack, Inc. Class A (a)		4,235		176
Shift Technologies, Inc. (a) (b)		14,003		2
Shoe Carnival, Inc.		1,880		45
Signet Jewelers Ltd.		4,934		336
Six Flags Entertainment Corp. (a)		9,149		213
Skechers USA, Inc. Class A (a)		14,998		629
Skyline Champion Corp. (a)		6,327		326
Sleep Number Corp. (a)		2,368		62

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Smith & Wesson Brands, Inc.		5,039	$	44
Snap One Holdings Corp. (a) (b)		1,980		15
Solid Power, Inc. (a) (b)		11,291		29
Solo Brands, Inc. Class A (a)		2,449		9
Sonder Holdings, Inc. (a) (b)		15,839		20
Sonic Automotive, Inc. Class A		1,755		87
Sonos, Inc. (a)		14,298		242
Sportsman's Warehouse Holdings, Inc. (a)		4,279		40
Spruce Power Holding Corp. (a)		11,159		10
Standard Motor Products, Inc.		2,155		75
Steven Madden Ltd.		8,428		269
Stitch Fix, Inc. Class A (a)		8,642		27
Stoneridge, Inc. (a)		2,946		64
Strategic Education, Inc.		2,712		212
Strattec Strategy Corp. (a)		418		9
Stride, Inc. (a)		4,563		143
Sturm Ruger & Co., Inc.		1,965		99
Superior Group of Cos., Inc.		1,278		13
Superior Industries International, Inc. (a)		2,392		10
Sweetgreen, Inc. Class A (a) (b)		9,107		78
Sypris Solutions, Inc. (a)		1,331		3
Target Hospitality Corp. (a)		3,090		47
Taylor Morrison Home Corp. (a)		12,125		368
Tempur Sealy International, Inc.		18,956		651
Texas Roadhouse, Inc.		7,511		683
The Aaron's Co., Inc.		3,388		41
The Beachbody Co., Inc. (a) (b)		16,039		8
The Buckle, Inc.		3,411		155
The Cato Corp. Class A		1,983		19
The Cheesecake Factory, Inc. (b)		5,513		175
The Children's Place, Inc. (a)		1,390		51
The Container Store Group, Inc. (a)		3,802		16
The Gap, Inc.		22,702		256
The Goodyear Tire & Rubber Co. (a)		32,096		326
The Lovesac Co. (a)		1,482		33
The ODP Corp. (a)		5,354		244
The RealReal, Inc. (a)		9,108		11
The Wendy's Co.		22,219		503
Thor Industries, Inc.		5,879		444
ThredUp, Inc. Class A (a) (b)		7,147		9
Tilly's, Inc. Class A (a)		2,536		23
Toll Brothers, Inc.		11,962		597
TopBuild Corp. (a)		3,638		569
Topgolf Callaway Brands Corp. (a)		15,727		311
Torrid Holdings, Inc. (a) (b)		588		2
Traeger, Inc. (a) (b)		5,770		16
Travel + Leisure Co.		9,228		336
TravelCenters of America, Inc. (a)		1,484		66
Tri Pointe Homes, Inc. (a)		11,304		210
Tupperware Brands Corp. (a)		4,592		19

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Udemy, Inc. (a)		6,072	$	64
Under Armour, Inc. Class A (a)		21,415		218
Under Armour, Inc. Class C (a)		22,127		197
Unifi, Inc. (a)		1,777		15
Universal Electronics, Inc. (a)		1,364		28
Universal Technical Institute, Inc. (a)		3,679		25
Urban Outfitters, Inc. (a)		5,858		140
Vacasa, Inc. Class A (a) (b)		10,910		14
Vail Resorts, Inc.		4,522		1,078
Vera Bradley, Inc. (a)		2,541		12
Victoria's Secret & Co. (a)		8,391		300
Vince Holding Corp. (a)		377		3
Vista Outdoor, Inc. (a)		6,287		153
Visteon Corp. (a)		3,160		413
Vivid Seats, Inc. Class A (a) (b)		8,581		63
Vivint Smart Home, Inc. (a)		3,381		40
Vizio Holding Corp. Class A (a)		7,209		53
Volcon, Inc. (a)		1,962		2
Volta, Inc. (a) (b)		11,472		4
VOXX International Corp. (a)		1,525		13
Vroom, Inc. (a) (b)		14,577		15
Wag! Group Co. (a)		2,195		7
Warby Parker, Inc. Class A (a)		9,348		126
Wayfair, Inc. Class A (a)		8,041		264
Weber, Inc. Class A (b)		1,928		16
Weyco Group, Inc.		577		12
Williams-Sonoma, Inc.		7,496		861
Wingstop, Inc.		3,361		463
Winmark Corp.		312		74
Winnebago Industries, Inc.		3,460		182
Wolverine World Wide, Inc.		8,668		95
WW International, Inc. (a)		7,748		30
Wyndham Hotels & Resorts, Inc.		10,046		716
Xometry, Inc. Class A (a)		3,963		128
Xponential Fitness, Inc. Class A (a)		1,808		41
XWELL, Inc. (a) (b)		9,257		3
YETI Holdings, Inc. (a)		9,585		396
Zumiez, Inc. (a)		1,768		38
				68,327
Consumer Staples (2.9%):
22nd Century Group, Inc. (a) (b)		23,645		22
Albertsons Cos., Inc. Class A		19,432		403
Alico, Inc.		517		12
AppHarvest, Inc. (a) (b)		9,013		5
B&G Foods, Inc. (b)		7,971		89
BellRing Brands, Inc. (a)		14,844		381
Benson Hill, Inc. (a) (b)		17,739		45
Beyond Meat, Inc. (a) (b)		6,431		79
BJ's Wholesale Club Holdings, Inc. (a)		15,176		1,004
BRC, Inc. Class A (a) (b)		5,912		36

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Bunge Ltd.		17,067	$	1,703
Calavo Growers, Inc.		1,932		57
Cal-Maine Foods, Inc.		4,258		232
Casey's General Stores, Inc.		4,228		949
Celsius Holdings, Inc. (a)		4,464		464
Central Garden & Pet Co. (a)		1,053		39
Central Garden & Pet Co. Class A (a)		4,516		162
Coca-Cola Consolidated, Inc.		532		273
Coty, Inc. Class A (a)		37,141		318
Darling Ingredients, Inc. (a)		18,019		1,128
e.l.f. Beauty, Inc. (a)		5,533		306
Edgewell Personal Care Co.		5,823		224
Energizer Holdings, Inc.		7,521		252
Farmer Brothers Co. (a)		1,581		7
Flowers Foods, Inc.		22,358		643
Fresh Del Monte Produce, Inc.		4,234		111
Freshpet, Inc. (a)		5,264		278
Grocery Outlet Holding Corp. (a)		10,121		295
Herbalife Nutrition Ltd. (a)		11,997		179
HF Foods Group, Inc. Class A (a)		5,120		21
Honest Co., Inc. (a)		5,349		16
Hostess Brands, Inc. (a)		15,027		337
Ingles Markets, Inc. Class A		1,631		157
Ingredion, Inc.		7,215		707
Inter Parfums, Inc.		2,025		196
J & J Snack Foods Corp.		1,677		251
John B Sanfilippo & Son, Inc.		993		81
Lancaster Colony Corp.		2,093		413
Lifecore Biomedical, Inc. (a)		3,279		21
Lifevantage Corp.		1,268		5
Lifeway Foods, Inc. (a)		528		3
Limoneira Co.		1,649		20
Local Bounti Corp. (a) (b)		3,883		5
Mannatech, Inc.		122		2
Medifast, Inc.		1,225		141
MGP Ingredients, Inc.		1,498		159
Mission Produce, Inc. (a)		4,652		54
National Beverage Corp. (a)		2,648		123
Natural Alternatives International, Inc. (a)		524		4
Natural Grocers by Vitamin Cottage, Inc.		1,082		10
Nature's Sunshine Products, Inc. (a)		1,724		14
Nu Skin Enterprises, Inc. Class A		5,603		236
Oil-Dri Corp. of America		549		18
Olaplex Holdings, Inc. (a)		13,997		73
Performance Food Group Co. (a)		17,094		998
Pilgrim's Pride Corp. (a)		4,883		116
Post Holdings, Inc. (a)		6,104		551
PriceSmart, Inc.		2,843		173
Reynolds Consumer Products, Inc.		6,193		186
Rite Aid Corp. (a) (b)		6,061		20

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Seaboard Corp.		29	$	110
Seneca Foods Corp. Class A (a)		622		38
Sovos Brands, Inc. (a)		3,779		54
SpartanNash Co.		3,935		119
Spectrum Brands Holdings, Inc.		4,535		276
Sprouts Farmers Market, Inc. (a)		12,073		391
Tattooed Chef, Inc. (a) (b)		5,428		7
The Andersons, Inc.		3,612		126
The Beauty Health Co. (a) (b)		11,473		104
The Boston Beer Co., Inc. Class A (a)		1,079		356
The Chefs' Warehouse, Inc. (a)		3,821		127
The Duckhorn Portfolio, Inc. (a)		4,837		80
The Hain Celestial Group, Inc. (a)		10,033		162
The Real Good Food Co., Inc. (a)		567		4
The Simply Good Foods Co. (a)		11,010		419
The Vita Coco Co., Inc. (a) (b)		2,716		38
Thorne HealthTech, Inc. (a)		1,197		4
Tootsie Roll Industries, Inc.		1,696		72
TreeHouse Foods, Inc. (a)		6,297		311
Turning Point Brands, Inc.		1,943		42
U.S. Foods Holding Corp. (a)		24,464		832
United Natural Foods, Inc. (a)		6,550		254
United-Guardian, Inc.		328		3
Universal Corp.		2,708		143
Upexi, Inc. (a)		1,040		3
USANA Health Sciences, Inc. (a)		1,264		67
Vector Group Ltd.		14,933		177
Veru, Inc. (a) (b)		7,368		39
Village Super Market, Inc. Class A		928		22
Vintage Wine Estates, Inc. (a)		3,458		11
Vital Farms, Inc. (a)		2,816		42
WD-40 Co.		1,531		247
Weis Markets, Inc.		1,710		141
Willamette Valley Vineyards, Inc. (a)		434		3
Zevia PBC Class A (a) (b)		4,051		17
				19,648
Energy (6.6%):
Adams Resources & Energy, Inc.		86		3
Aemetis, Inc. (a) (b)		3,336		13
Alliance Resource Partners, LP		8,806		179
Alto Ingredients, Inc. (a)		7,998		23
Amplify Energy Corp. (a)		4,275		38
Antero Midstream Corp.		36,382		393
Antero Resources Corp. (a)		30,573		947
Arch Resources, Inc.		2,000		286
Archrock, Inc.		15,366		138
Battalion Oil Corp. (a)		1,576		15
Black Stone Minerals, LP		19,250		325
BP Prudhoe Bay Royalty Trust (b)		2,429		28
Bristow Group, Inc. (a)		3,075		83

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Cactus, Inc. Class A		6,811	$	342
California Resources Corp.		7,528		328
Callon Petroleum Co. (a)		5,603		208
Calumet Specialty Products Partners, LP (a)		6,737		114
Camber Energy, Inc. (a)		1,536		3
Centrus Energy Corp. Class A (a)		1,313		43
ChampionX Corp.		22,801		661
Cheniere Energy, Inc.		28,065		4,209
Chesapeake Energy Corp.		12,772		1,205
Chord Energy Corp.		4,422		605
Civitas Resources, Inc.		8,203		475
Clean Energy Fuels Corp. (a)		18,915		98
CNX Resources Corp. (a)		21,071		355
Comstock Resources, Inc.		8,997		123
CONSOL Energy, Inc.		3,838		249
Crescent Energy, Inc. Class A (b)		4,329		52
Crestwood Equity Partners, LP		9,264		243
Cross Timbers Royalty Trust (b)		681		17
CrossAmerica Partners, LP		2,497		50
CVR Energy, Inc.		11,409		358
DCP Midstream, LP		9,933		385
Delek Logistics Partners, LP		987		45
Delek U.S. Holdings, Inc.		7,901		213
Denbury, Inc. (a)		5,361		466
DMC Global, Inc. (a)		1,773		34
Dorchester Minerals, LP		3,879		116
Dorian LPG Ltd.		3,826		72
Dril-Quip, Inc. (a)		3,823		104
DT Midstream, Inc.		10,979		607
Energy Transfer, LP		276,645		3,284
ENGlobal Corp. (a)		2,885		2
EnLink Midstream LLC		28,265		348
Enterprise Products Partners LP		158,290		3,818
Enviva, Inc.		4,094		217
Equitrans Midstream Corp.		49,117		329
Evolution Petroleum Corp.		3,485		26
Excelerate Energy, Inc. Class A		2,980		75
Forum Energy Technologies, Inc. (a)		565		17
Genesis Energy, LP		10,152		104
Geospace Technologies Corp. (a)		1,389		6
Gevo, Inc. (a) (b)		25,889		49
Global Partners, LP		3,241		113
Green Plains Partners, LP		2,533		33
Green Plains, Inc. (a)		6,329		193
Gulf Island Fabrication, Inc. (a)		1,645		8
Gulfport Energy Corp. (a)		2,190		161
Hallador Energy Co. (a)		2,508		25
Helix Energy Solutions Group, Inc. (a)		16,187		119
Helmerich & Payne, Inc.		11,591		575
Hess Midstream, LP Class A (b)		4,844		145

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
HF Sinclair Corp.		18,458	$	958
HighPeak Energy, Inc. (b)		1,541		35
Holly Energy Partners, LP		5,022		91
International Seaways, Inc.		3,843		142
Kimbell Royalty Partners, LP		6,038		101
KLX Energy Services Holdings, Inc. (a)		1,237		21
Kosmos Energy Ltd. (a)		50,700		322
Laredo Petroleum, Inc. (a)		1,805		93
Liberty Oilfield Services, Inc. Class A		17,178		275
Magellan Midstream Partners, LP		23,099		1,160
Magnolia Oil & Gas Corp. Class A		19,076		447
Mammoth Energy Services, Inc. (a)		4,016		35
Martin Midstream Partners, LP		3,263		10
Matador Resources Co.		12,333		706
MPLX, LP		36,761		1,207
Murphy Oil Corp.		16,761		721
Nabors Industries Ltd. (a)		1,015		157
NACCO Industries, Inc. Class A		399		15
National Energy Services Reunited Corp. (a)		8,764		61
Natural Gas Services Group, Inc. (a)		1,204		14
Natural Resource Partners, LP		894		49
NCS Multistage Holdings, Inc. (a)		68		2
New Fortress Energy, Inc.		8,480		360
Newpark Resources, Inc. (a)		9,281		39
Nextdecade Corp. (a) (b)		12,999		64
NexTier Oilfield Solutions, Inc. (a)		21,335		197
Nine Energy Service, Inc. (a)		2,839		41
Northern Oil and Gas, Inc.		7,613		235
NOV, Inc.		44,134		922
NuStar Energy, LP		10,892		174
Oceaneering International, Inc. (a)		11,151		195
Oil States International, Inc. (a)		6,890		51
OPAL Fuels, Inc. (a)		1,369		10
Overseas Shipholding Group, Inc. Class A (a)		7,704		22
Ovintiv, Inc.		28,572		1,449
Patterson-UTI Energy, Inc.		24,115		406
PBF Energy, Inc. Class A		14,026		572
PDC Energy, Inc.		10,711		680
Peabody Energy Corp. (a)		16,168		427
Permian Resources Corp.		23,902		225
Permianville Royalty Trust (b)		2,547		9
PHX Minerals, Inc.		3,101		12
Plains All American Pipeline, LP		49,903		587
Plains GP Holdings, LP Class A		21,382		266
ProFrac Holding Corp. Class A (a)		2,572		65
ProPetro Holding Corp. (a)		9,237		96
Range Resources Corp.		28,940		724
Ranger Energy Services, Inc. (a)		1,355		15
Ranger Oil Corp.		2,378		96
REX American Resources Corp. (a)		1,762		56

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Riley Exploration Permian, Inc.		709	$	21
RPC, Inc.		10,326		92
SandRidge Energy, Inc. (a)		4,087		70
SEACOR Marine Holdings, Inc. (a)		2,394		22
Select Energy Services, Inc. Class A		8,685		80
SFL Corp. Ltd.		11,951		110
SilverBow Resources, Inc. (a) (b)		911		26
Sitio Royalties Corp. Class A (b)		8,054		232
SM Energy Co.		13,635		475
Smart Sand, Inc. (a)		2,930		5
Solaris Oilfield Infrastructure, Inc. Class A		3,211		32
Southwestern Energy Co. (a)		111,289		651
Stabilis Solutions, Inc. (a)		290		1
Summit Midstream Partners, LP (a)		1,108		18
Sunoco, LP		6,084		262
Talos Energy, Inc. (a)		7,684		145
Teekay Corp. (a)		7,978		36
Tellurian, Inc. (a)		57,697		97
TETRA Technologies, Inc. (a)		12,955		45
Texas Pacific Land Corp.		876		2,054
Tidewater, Inc. (a)		4,876		180
Uranium Energy Corp. (a) (b)		37,238		144
USA Compression Partners, LP		10,893		213
USD Partners, LP		1,553		5
VAALCO Energy, Inc.		11,760		54
Vertex Energy, Inc. (a) (b)		6,693		41
Viper Energy Partners, LP		6,914		220
Voc Energy Trust		1,235		13
W&T Offshore, Inc. (a)		10,560		59
Western Midstream Partners, LP		21,930		589
World Fuel Services Corp.		6,816		186
Zion Oil & Gas, Inc. (a)		49,081		3
				44,696
Financials (18.7%):
1st Source Corp.		2,015		107
Acacia Research Corp. (a)		4,744		20
Acres Commercial Realty Corp. (a)		902		7
AFC Gamma, Inc.		1,826		29
Affiliated Managers Group, Inc.		4,295		680
AG Mortgage Investment Trust, Inc.		2,444		13
AGNC Investment Corp. (b)		58,732		608
Alerus Financial Corp.		1,996		47
AllianceBernstein Holding, LP		10,966		377
Ally Financial, Inc.		34,666		848
Amalgamated Financial Corp.		1,881		43
Amerant Bancorp, Inc.		2,607		70
American Equity Investment Life Holding Co.		9,747		445
American Financial Group, Inc.		8,989		1,234
American National Bankshares, Inc.		1,162		43
Ameris Bancorp		7,400		349

See notes to financial statements.

22

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
AMERISAFE, Inc.		2,145	$	111
Ames National Corp.		1,000		24
Angel Oak Mortgage, Inc. (b)		2,745		13
Annaly Capital Management, Inc.		48,924		1,031
Apollo Commercial Real Estate Finance, Inc.		15,797		170
Apollo Global Management, Inc.		48,602		3,100
Arbor Realty Trust, Inc.		18,555		245
Ares Capital Corp. (b)		56,790		1,049
Ares Commercial Real Estate Corp.		5,808		60
Ares Management Corp. Class A		15,419		1,055
Argo Group International Holdings Ltd.		3,696		96
Arlington Asset Investment Corp. Class A (a)		2,918		9
ARMOUR Residential REIT, Inc. (b)		14,847		84
Arrow Financial Corp.		1,799		61
Artisan Partners Asset Management, Inc. Class A		7,421		220
Ashford, Inc. (a)		198		3
AssetMark Financial Holdings, Inc. (a)		2,430		56
Associated Banc-Corp.		16,547		382
Associated Capital Group, Inc. Class A		339		14
Assured Guaranty Ltd.		6,608		411
Atlantic Union Bankshares Corp.		8,393		295
Atlanticus Holdings Corp. (a)		493		13
Axis Capital Holdings Ltd.		8,647		468
Axos Financial, Inc. (a)		6,058		232
Bain Capital Specialty Finance, Inc.		7,254		86
Banc of California, Inc.		6,213		99
BancFirst Corp.		2,009		177
Bank of Hawaii Corp.		4,469		347
Bank of Marin Bancorp		1,618		53
Bank OZK		12,970		520
Bank7 Corp.		423		11
Bankfinancial Corp.		1,329		14
BankUnited, Inc.		8,755		297
Bankwell Financial Group, Inc.		634		19
Banner Corp.		3,803		240
Bar Harbor Bankshares		1,673		54
Barings BDC, Inc. (b)		12,396		101
BayCom Corp.		1,438		27
Bayfirst Financial Corp.		393		7
BCB Bancorp, Inc.		1,735		31
Berkshire Hathaway, Inc. Class A (a)		40		18,748
Berkshire Hills Bancorp, Inc.		5,028		150
BGC Partners, Inc. Class A		33,069		125
BlackRock Capital Investment Corp.		8,224		30
BlackRock TCP Capital Corp.		6,491		84
Blackstone Mortgage Trust, Inc. Class A		18,361		389
Blackstone, Inc.		78,838		5,849
Blucora, Inc. (a)		5,202		133
Blue Foundry Bancorp (a)		2,870		37
Blue Owl Capital, Inc.		45,344		481

See notes to financial statements.

23

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Blue Ridge Bankshares, Inc.		1,749	$	22
BOK Financial Corp.		3,309		343
Bread Financial Holdings, Inc.		5,601		211
Bridge Investment Group Holdings, Inc. Class A		3,075		37
Bridgewater Bancshares, Inc. (a)		2,254		40
Bright Health Group, Inc. (a)		7,866		5
Brighthouse Financial, Inc. (a)		8,069		414
Brightsphere Investment Group, Inc.		4,655		96
BrightSpire Capital, Inc.		10,392		65
Broadmark Realty Capital, Inc.		14,476		52
Broadway Financial Corp. (a)		4,146		4
Brookline Bancorp, Inc.		8,442		119
BRP Group, Inc. Class A (a)		6,701		168
Business First Bancshares, Inc.		2,678		59
Byline Bancorp, Inc.		2,511		58
C&F Financial Corp.		375		22
Cadence Bank		20,925		516
Cambridge Bancorp Class A		858		71
Camden National Corp.		1,610		67
Cannae Holdings, Inc. (a)		8,459		175
Capital Bancorp, Inc.		988		23
Capital City Bank Group, Inc.		1,463		48
Capital Southwest Corp.		3,415		58
Capitol Federal Financial, Inc.		14,656		127
Capstar Financial Holdings, Inc.		2,092		37
Carter Bankshares, Inc. (a)		2,678		44
Catalyst Bancorp, Inc. (a)		534		7
Cathay General Bancorp		8,029		327
Central Pacific Financial Corp.		3,014		61
Central Valley Community Bancorp		1,117		24
CFSB Bancorp, Inc. (a)		318		3
Cherry Hill Mortgage Investment Corp. (b)		2,208		13
Chicago Atlantic Real Estate Finance, Inc. (b)		1,303		20
Chimera Investment Corp. (b)		25,776		142
CION Investment Corp. (b)		6,464		63
Citizens & Northern Corp.		1,670		38
Citizens, Inc. (a) (b)		5,123		11
City Holding Co.		1,619		151
Civista Bancshares, Inc.		1,662		37
Claros Mortgage Trust, Inc. (b)		14,721		217
CNA Financial Corp.		3,079		130
CNB Financial Corp. Class A		2,325		55
CNO Financial Group, Inc.		12,724		291
Coastal Financial Corp. (a)		1,176		56
Codorus Valley Bancorp, Inc.		964		23
Cohen & Steers, Inc.		2,819		182
Coinbase Global, Inc. Class A (a) (b)		17,260		611
Colony Bankcorp, Inc.		1,783		23
Columbia Banking System, Inc.		8,834		266
Columbia Financial, Inc. (a)		3,606		78

See notes to financial statements.

24

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Commerce Bancshares, Inc.		13,857	$	943
Community Bank System, Inc.		6,037		380
Community Trust Bancorp, Inc.		1,971		90
ConnectOne Bancorp, Inc.		3,964		96
Consumer Portfolio Services, Inc. (a) (b)		1,042		9
Corebridge Financial, Inc.		8,784		176
Cowen, Inc. Class A		2,887		111
Crawford & Co. Class A		1,588		9
Crawford & Co. Class B		766		4
Credit Acceptance Corp. (a) (b)		865		410
Crescent Capital BDC, Inc. (b)		3,120		40
Crossfirst Bankshares, Inc. (a)		5,149		64
Cullen/Frost Bankers, Inc.		6,769		905
Curo Group Holdings Corp.		2,251		8
Customers Bancorp, Inc. (a)		3,352		95
CVB Financial Corp.		14,914		384
Diamond Hill Investment Group, Inc.		338		63
Dime Community Bancshares, Inc.		4,030		128
Donegal Group, Inc. Class A		1,639		23
Donnelley Financial Solutions, Inc. (a)		3,170		122
Dynex Capital, Inc.		4,951		63
Eagle Bancorp Montana, Inc.		830		13
Eagle Bancorp, Inc.		3,568		157
East West Bancorp, Inc.		15,833		1,043
Eastern Bankshares, Inc.		18,217		314
ECB Bancorp, Inc. (a)		1,000		16
eHealth, Inc. (a)		2,877		14
Elevate Credit, Inc. (a)		3,085		5
Ellington Financial, Inc.		6,737		83
Ellington Residential Mortgage REIT (b)		1,455		10
Employers Holdings, Inc.		2,975		128
Enact Holdings, Inc.		3,327		80
Encore Capital Group, Inc. (a)		2,629		126
Enova International, Inc. (a)		3,451		132
Enstar Group Ltd. (a)		1,433		331
Enterprise Bancorp, Inc.		1,045		37
Enterprise Financial Services Corp.		3,971		194
Equitable Holdings, Inc.		42,630		1,223
Equity Bancshares, Inc. Class A		1,589		52
Erie Indemnity Co. Class A		2,831		704
Esquire Financial Holdings, Inc.		761		33
Evans Bancorp, Inc.		594		22
Evercore, Inc.		3,998		436
EZCORP, Inc. Class A (a)		5,910		48
F&G Annuities & Life, Inc. (a)		13,335		267
FB Financial Corp.		3,991		144
Federal Agricultural Mortgage Corp. Class C		1,030		116
Federal Home Loan Mortgage Corp. (a)		73,777		26
Federal National Mortgage Association (a)		131,434		46
Federated Hermes, Inc.		9,509		345

See notes to financial statements.

25

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Fidelity National Financial, Inc.		29,478	$	1,109
Fidus Investment Corp.		2,746		52
Financial Institutions, Inc.		1,705		42
Finward Bancorp		468		17
First American Financial Corp.		11,230		588
First Bancorp, Inc.		1,064		32
First Bancorp/Puerto Rico		20,695		263
First Bancorp/Southern Pines NC		3,969		170
First Busey Corp.		5,765		142
First Citizens BancShares, Inc. Class A		1,134		860
First Commonwealth Financial Corp.		10,386		145
First Community Bankshares, Inc.		1,621		55
First Eagle Alternative Capital BDC, Inc.		3,090		13
First Financial Bancorp		10,552		256
First Financial Bankshares, Inc.		14,560		501
First Financial Corp. Class A		1,283		59
First Hawaiian, Inc.		14,348		374
First Horizon Corp.		59,683		1,462
First Internet Bancorp		982		24
First Interstate BancSystem, Inc. Class A		9,820		380
First Merchants Corp.		6,617		272
First United Corp.		710		14
First Western Financial, Inc. (a)		851		24
FirstCash Holdings, Inc.		4,271		371
Five Star Bancorp		1,037		28
Flushing Financial Corp.		3,199		62
FNB Corp.		39,010		509
Focus Financial Partners, Inc. Class A (a)		6,537		244
Forge Global Holdings, Inc. (a) (b)		12,452		22
Franklin BSP Realty Trust, Inc. (b)		9,508		123
FS KKR Capital Corp.		31,911		558
Fulton Financial Corp.		18,804		316
FVCBankcorp, Inc. (a)		1,253		24
GCM Grosvenor, Inc. Class A (b)		4,676		36
Genworth Financial, Inc. (a)		56,024		296
German American Bancorp, Inc.		3,145		117
Glacier Bancorp, Inc.		12,571		621
Gladstone Capital Corp. (b)		3,738		36
Gladstone Investment Corp. (b)		3,655		47
Global Indemnity Group LLC Class A		882		21
GoHealth, Inc. Class A (a) (b)		860		9
Goldman Sachs BDC, Inc.		11,455		157
Golub Capital BDC, Inc.		18,813		248
Goosehead Insurance, Inc. Class A (a)		2,285		78
Granite Point Mortgage Trust, Inc.		5,823		31
Great Ajax Corp.		2,374		17
Great Southern Bancorp, Inc. Class A		1,063		63
Green Dot Corp. Class A (a)		5,856		93
Greenhill & Co., Inc.		1,381		14
Guaranty Bancshares, Inc.		946		33

See notes to financial statements.

26

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Guild Holdings Co. Class A (a)		1,306	$	13
Hagerty, Inc. Class A (a) (b)		8,235		69
Hamilton Lane, Inc. Class A		3,936		251
Hancock Whitney Corp.		9,631		466
Hanmi Financial Corp.		3,425		85
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		9,746		282
HarborOne Bancorp, Inc.		5,011		70
HBT Financial, Inc.		1,078		21
HCI Group, Inc. (b)		821		32
Heartland Financial USA, Inc.		4,431		207
Hercules Capital, Inc. (b)		14,296		189
Heritage Commerce Corp.		6,610		86
Heritage Financial Corp.		3,904		120
Heritage Insurance Holdings, Inc.		2,292		4
Hilltop Holdings, Inc.		5,130		154
Hippo Holdings, Inc. (a) (b)		1,309		18
Home Bancorp, Inc.		811		32
Home BancShares, Inc.		21,644		493
HomeStreet, Inc.		2,018		56
Hope Bancorp, Inc.		12,882		165
Horace Mann Educators Corp.		4,595		172
Horizon Bancorp, Inc.		4,154		63
Horizon Technology Finance Corp.		2,823		33
Houlihan Lokey, Inc.		5,636		491
Independent Bank Corp.		5,157		435
Independent Bank Corp.		2,294		55
Independent Bank Group, Inc.		4,018		241
Interactive Brokers Group, Inc.		11,088		802
International Bancshares Corp.		5,934		272
Invesco Mortgage Capital, Inc.		3,748		48
Investar Holding Corp.		1,035		22
Investcorp Credit Management BDC, Inc.		1,355		5
Investors Title Co.		159		23
Jackson Financial, Inc. Class A		7,224		251
Jefferies Financial Group, Inc.		20,841		714
Katapult Holdings, Inc. (a)		4,913		5
Kearny Financial Corp.		6,814		69
Kemper Corp.		6,884		339
Kinsale Capital Group, Inc.		2,443		639
KKR & Co., Inc.		73,297		3,402
KKR Real Estate Finance Trust, Inc.		7,388		103
Ladder Capital Corp.		12,811		129
Lakeland Bancorp, Inc.		6,987		123
Lakeland Financial Corp.		2,762		202
Lazard Ltd. Class A		12,286		426
Lemonade, Inc. (a) (b)		5,321		73
LendingTree, Inc. (a)		1,233		26
Live Oak Bancshares, Inc.		3,685		111
Logan Ridge Finance Corp. (a)		280		6
LPL Financial Holdings, Inc.		8,963		1,938

See notes to financial statements.

27

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Lument Finance Trust, Inc.		4,149	$	8
Luther Burbank Corp.		2,782		31
Macatawa Bank Corp.		3,149		35
Magyar Bancorp, Inc.		701		9
Maiden Holdings Ltd. (a)		8,508		18
Main Street Capital Corp. (b)		8,094		299
Markel Corp. (a)		1,509		1,988
MBIA, Inc. (a)		5,421		70
Medallion Financial Corp.		2,036		15
Mercantile Bank Corp.		1,656		55
Merchants Bancorp		1,712		42
Mercury General Corp.		3,016		103
Metropolitan Bank Holding Corp. (a)		1,129		66
MFA Financial, Inc.		10,282		101
MGIC Investment Corp.		34,094		443
MidCap Financial Investment Corp.		6,848		78
Midland States Bancorp, Inc.		2,379		63
Midwest Holding, Inc. (a)		327		4
MidWestOne Financial Group, Inc.		1,613		51
Moelis & Co. Class A		7,199		276
Moneylion, Inc. (a)		10,647		7
Monroe Capital Corp.		2,385		20
Morningstar, Inc.		2,845		616
MVB Financial Corp.		1,235		27
National Bank Holdings Corp. Class A		4,181		176
National Bankshares, Inc.		658		26
National Western Life Group, Inc. Class A		253		71
Navient Corp.		15,458		254
NBT Bancorp, Inc.		4,716		205
Nelnet, Inc. Class A		1,476		134
NerdWallet, Inc. Class A (a) (b)		3,149		30
New Mountain Finance Corp.		9,945		123
New York Community Bancorp, Inc.		74,890		644
New York Mortgage Trust, Inc.		42,440		109
Newtek Business Services Corp.		2,626		43
Nexpoint Real Estate Finance, Inc.		1,629		26
NI Holdings, Inc. (a)		815		11
Nicholas Financial, Inc. (a)		754		5
NMI Holdings, Inc. Class A (a)		9,421		197
Northeast Community Bancorp, Inc.		1,650		25
Northfield Bancorp, Inc.		4,835		76
Northrim Bancorp, Inc.		625		34
Northwest Bancshares, Inc.		13,679		191
Norwood Financial Corp.		825		28
Oaktree Specialty Lending Corp.		19,147		132
OceanFirst Financial Corp.		6,509		138
Ocwen Financial Corp. (a)		749		23
OFG Bancorp		5,289		146
OFS Capital Corp.		1,509		15
Old National Bancorp		32,909		592

See notes to financial statements.

28

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Old Republic International Corp.		32,608	$	787
Old Second Bancorp, Inc.		4,653		75
OneMain Holdings, Inc.		13,926		464
OP Bancorp		1,327		15
Open Lending Corp. Class A (a)		11,890		80
Oportun Financial Corp. (a)		2,579		14
Oppenheimer Holdings, Inc. Class A		830		35
OppFi, Inc. (a) (b)		1,427		3
Orchid Island Capital, Inc. (b)		3,921		41
Origin Bancorp, Inc.		3,203		118
Oscar Health, Inc. Class A (a)		12,460		31
Owl Rock Capital Corp. (b)		42,908		496
Oxford Square Capital Corp.		5,083		16
P10, Inc. Class A		4,212		45
Pacific Premier Bancorp, Inc.		10,346		326
PacWest Bancorp		12,965		298
Palomar Holdings, Inc. (a)		2,751		124
Park National Corp.		1,789		252
Parke Bancorp, Inc.		1,149		24
Partners Bancorp		1,121		10
Pathward Financial, Inc.		3,231		139
Patriot National Bancorp, Inc. (a)		377		4
PB Bankshares, Inc. (a)		271		4
PCB Bancorp		1,358		24
PCSB Financial Corp.		1,497		28
Peapack-Gladstone Financial Corp.		1,837		68
PennantPark Floating Rate Capital Ltd.		5,043		55
Pennantpark Investment Corp.		7,201		41
PennyMac Financial Services, Inc.		5,180		293
Pennymac Mortgage Investment Trust (b)		10,176		126
Peoples Bancorp, Inc.		3,147		89
Perella Weinberg Partners		4,209		41
Phenixfin Corp.		182		6
Pinnacle Financial Partners, Inc.		8,413		617
Pioneer Bancorp, Inc. (a)		1,297		15
Piper Sandler Cos.		1,900		247
Plumas Bancorp		551		20
Ponce Financial Group, Inc. (a)		898		8
Popular, Inc.		8,343		553
Portman Ridge Finance Corp.		1,068		25
PRA Group, Inc. (a)		4,291		145
Preferred Bank		1,556		116
Premier Financial Corp.		3,956		107
Primerica, Inc.		4,208		597
Primis Financial Corp.		2,378		28
ProAssurance Corp.		6,063		106
PROG Holdings, Inc. (a)		5,613		95
Prospect Capital Corp. (b)		32,044		224
Prosperity Bancshares, Inc.		9,938		722
Provident Bancorp, Inc.		1,649		12

See notes to financial statements.

29

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Provident Financial Holdings, Inc.		668	$	9
Provident Financial Services, Inc.		7,774		166
QCR Holdings, Inc.		1,860		92
Radian Group, Inc.		18,158		346
RBB Bancorp		1,770		37
Ready Capital Corp.		12,854		143
Red River Bancshares, Inc.		538		27
Redwood Trust, Inc.		13,119		89
Regional Management Corp.		1,000		28
Reinsurance Group of America, Inc.		7,605		1,081
RenaissanceRe Holdings Ltd.		4,861		896
Renasant Corp.		6,159		231
Republic Bancorp, Inc. Class A		958		39
Republic First Bancorp, Inc. (a)		4,993		11
Rithm Capital Corp.		52,455		429
RLI Corp.		4,531		595
Robinhood Markets, Inc. Class A (a)		47,818		389
Rocket Cos., Inc. Class A (b)		11,664		82
Root, Inc. Class A (a) (b)		651		3
Runway Growth Finance Corp.		4,302		50
Ryan Specialty Holdings, Inc. (a)		9,509		395
S&T Bancorp, Inc.		4,372		149
Sachem Capital Corp. (b)		4,154		14
Safeguard Scientifics, Inc. (a)		1,618		5
Safety Insurance Group, Inc.		1,589		134
Salisbury Bancorp, Inc.		591		19
Sandy Spring Bancorp, Inc.		4,915		173
Saratoga Investment Corp.		1,007		26
Sculptor Capital Management, Inc.		1,834		16
Seacoast Banking Corp. of Florida		6,831		213
Security National Financial Corp. Class A (a)		1,296		9
SEI Investments Co.		12,609		735
Selective Insurance Group, Inc.		6,710		595
Selectquote, Inc. (a)		14,371		10
ServisFirst Bancshares, Inc.		5,547		382
Seven Hills Realty Trust		1,528		14
Shore Bancshares, Inc.		2,073		36
Siebert Financial Corp. (a)		1,322		2
Sierra Bancorp		1,541		33
Silvercrest Asset Management Group, Inc. Class A		1,114		21
Silvergate Capital Corp. Class A (a) (b)		3,485		61
Simmons First National Corp. Class A		14,532		314
SiriusPoint Ltd. (a)		762		7
Sixth Street Specialty Lending, Inc.		9,192		164
SLM Corp.		27,960		464
SoFi Technologies, Inc. (a) (b)		80,606		372
Solar Capital Ltd.		5,905		82
South Plains Financial, Inc.		1,163		32
Southern First Bancshares, Inc. (a)		853		39
Southern Missouri Bancorp, Inc.		869		40

See notes to financial statements.

30

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Southern States Bancshares, Inc.		700	$	20
Southside Bancshares, Inc.		3,461		125
SouthState Corp.		8,502		649
Starwood Property Trust, Inc.		33,091		607
Stellar Bancorp, Inc.		5,045		149
Stellus Capital Investment Corp.		2,085		28
StepStone Group, Inc. Class A		5,435		137
Sterling Bancorp (a)		1,788		11
Stewart Information Services Corp.		3,015		129
Stifel Financial Corp.		11,685		682
Stock Yards Bancorp, Inc.		3,186		207
StoneX Group, Inc. (a)		1,955		186
Summit Financial Group, Inc.		1,175		29
Sunlight Financial Holdings, Inc. (a) (b)		3,910		5
Suro Capital Corp.		3,270		12
Synovus Financial Corp.		16,333		613
TC Bancshares, Inc.		495		7
TCG BDC, Inc.		5,238		75
Territorial Bancorp, Inc.		869		21
Texas Capital Bancshares, Inc. (a)		5,605		338
TFS Financial Corp.		5,732		83
The Bancorp, Inc. (a)		5,648		160
The Bank of Princeton		648		21
The Carlyle Group, Inc.		21,734		649
The First of Long Island Corp.		2,490		45
The Hanover Insurance Group, Inc.		4,004		541
Third Coast Bancshares, Inc. (a)		1,229		23
Tompkins Financial Corp.		1,431		111
Towne Bank		7,593		234
TPG RE Finance Trust, Inc.		6,852		46
TPG, Inc. (b)		6,928		193
Tradeweb Markets, Inc. Class A		12,077		784
Trean Insurance Group, Inc. (a)		2,034		12
TriCo Bancshares		3,482		178
Trinity Capital, Inc. (b)		3,693		40
TriplePoint Venture Growth BDC Corp.		3,913		41
Triumph Financial, Inc. (a)		2,610		128
Trupanion, Inc. (a) (b)		3,792		180
TrustCo Bank Corp.		2,106		79
Trustmark Corp.		6,321		221
Two Harbors Investment Corp. (b)		9,675		153
U.S. Global Investors, Inc. Class A		1,389		4
UMB Financial Corp.		5,099		426
Umpqua Holdings Corp.		24,387		435
United Bankshares, Inc.		14,970		606
United Community Banks, Inc.		11,917		403
United Fire Group, Inc.		2,744		75
Unity Bancorp, Inc.		835		23
Universal Insurance Holdings, Inc.		3,137		33
Univest Financial Corp.		3,265		85

See notes to financial statements.

31

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Unum Group		22,471	$	922
Upstart Holdings, Inc. (a) (b)		7,848		104
USCB Financial Holdings, Inc. (a)		1,248		15
UWM Holdings Corp. (b)		9,351		31
Valley National Bancorp		48,271		546
Value Line, Inc.		97		5
Veritex Holdings, Inc.		5,942		167
Victory Capital Holdings, Inc. Class A (c)		3,343		90
Virtu Financial, Inc. Class A		11,227		229
Virtus Investment Partners, Inc.		768		147
Voya Financial, Inc.		11,002		676
Walker & Dunlop, Inc.		3,486		274
Washington Federal, Inc.		7,266		244
Washington Trust Bancorp, Inc.		1,910		90
Webster Financial Corp.		19,756		935
WesBanco, Inc.		6,573		243
West Bancorp, Inc.		1,681		43
Westamerica Bancorp		2,932		173
Western Alliance Bancorp		11,920		710
Western Asset Mortgage Capital Corp.		672		6
Western New England Bancorp, Inc.		2,203		21
Westwood Holdings Group, Inc.		787		9
White Mountains Insurance Group Ltd.		284		402
WhiteHorse Finance, Inc.		1,952		25
William Penn Bancorp		1,447		18
Wintrust Financial Corp.		6,755		571
WisdomTree, Inc.		12,477		68
World Acceptance Corp. (a)		606		40
WSFS Financial Corp.		7,136		324
				125,425
Health Care (12.8%):
10X Genomics, Inc. Class A (a)		9,708		354
1Life Healthcare, Inc. (a)		19,945		333
2seventy bio, Inc. (a)		3,954		37
4D Molecular Therapeutics, Inc. (a)		3,234		72
89bio, Inc. (a) (b)		4,437		57
9 Meters BioPharma, Inc. (a)		1,441		2
Aadi Bioscience, Inc. (a)		1,910		25
Abeona Therapeutics, Inc. (a)		1,891		6
Absci Corp. (a) (b)		6,638		14
Acadia Healthcare Co., Inc. (a)		10,104		832
ACADIA Pharmaceuticals, Inc. (a)		18,001		287
Accelerate Diagnostics, Inc. (a)		7,982		6
Accolade, Inc. (a)		7,193		56
Accuray, Inc. (a) (b)		10,081		21
AcelRx Pharmaceuticals, Inc. (a) (b)		819		2
Acer Therapeutics, Inc. (a)		1,556		4
Achieve Life Sciences, Inc. (a)		694		2
Aclaris Therapeutics, Inc. (a)		5,902		93
Acrivon Therapeutics, Inc. (a)		1,515		17

See notes to financial statements.

32

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Acumen Pharmaceuticals, Inc. (a) (b)		2,758	$	15
Acurx Pharmaceuticals, Inc. (a)		1,037		4
Acutus Medical, Inc. (a)		2,906		3
Adamis Pharmaceuticals Corp. (a)		16,852		3
AdaptHealth Corp. (a)		8,396		161
Adaptive Biotechnologies Corp. (a)		15,891		121
Addus HomeCare Corp. (a)		1,788		178
Adicet Bio, Inc. (a)		3,307		30
Adverum Biotechnologies, Inc. (a)		10,259		6
Aeglea BioTherapeutics, Inc. (a)		5,693		3
Aerovate Therapeutics, Inc. (a) (b)		1,887		55
Agenus, Inc. (a)		28,923		69
Agilon Health, Inc. (a)		23,785		384
Agios Pharmaceuticals, Inc. (a)		6,159		173
AIM ImmunoTech, Inc. (a)		5,399		2
AirSculpt Technologies, Inc.		758		3
Akebia Therapeutics, Inc. (a) (b)		19,822		11
Akero Therapeutics, Inc. (a)		4,087		224
Akili, Inc. (a) (b)		4,421		5
Albireo Pharma, Inc. (a)		2,070		45
Aldeyra Therapeutics, Inc. (a)		6,354		44
Alector, Inc. (a)		6,840		63
Alignment Healthcare, Inc. (a)		10,626		125
Aligos Therapeutics, Inc. (a)		3,066		3
Alimera Sciences, Inc. (a)		603		2
Alkermes PLC (a)		18,455		482
Allakos, Inc. (a)		5,318		45
Allogene Therapeutics, Inc. (a)		8,977		56
Allovir, Inc. (a)		4,124		21
Alnylam Pharmaceuticals, Inc. (a)		13,486		3,205
Alpha Teknova, Inc. (a)		797		5
Alphatec Holdings, Inc. (a)		7,245		89
Alpine Immune Sciences, Inc. (a)		3,074		23
Altimmune, Inc. (a) (b)		5,453		90
ALX Oncology Holdings, Inc. (a)		2,081		23
Alzamend Neuro, Inc. (a)		3,359		2
Amedisys, Inc. (a)		3,608		301
American Well Corp. Class A (a)		22,939		65
Amicus Therapeutics, Inc. (a)		30,879		377
AMN Healthcare Services, Inc. (a)		4,862		500
Amneal Pharmaceuticals, Inc. (a)		10,998		22
Amphastar Pharmaceuticals, Inc. (a)		4,228		118
Amylyx Pharmaceuticals, Inc. (a)		4,662		172
An2 Therapeutics, Inc. (a) (b)		1,299		12
AnaptysBio, Inc. (a)		2,820		87
AngioDynamics, Inc. (a)		4,290		59
Angion Biomedica Corp. (a)		2,256		2
ANI Pharmaceuticals, Inc. (a)		1,424		57
Anika Therapeutics, Inc. (a)		1,624		48
Anixa Biosciences, Inc. (a)		3,306		14

See notes to financial statements.

33

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Annexon, Inc. (a)		4,053	$	21
Annovis Bio, Inc. (a) (b)		639		9
Apellis Pharmaceuticals, Inc. (a)		10,349		535
Apexigen, Inc. (a)		2,191		2
Apollo Endosurgery, Inc. (a)		4,111		41
Apollo Medical Holdings, Inc. (a)		4,764		141
Applied Molecular Transport, Inc. (a)		2,870		1
Applied Therapeutics, Inc. (a)		3,814		3
Aprea Therapeutics, Inc. (a)		5,594		2
Apyx Medical Corp. (a)		3,414		8
AquaBounty Technologies, Inc. (a)		7,344		6
Aquestive Therapeutics, Inc. (a)		5,752		5
ARCA biopharma, Inc. (a) (b)		1,619		4
Arcellx, Inc. (a)		2,435		75
Arcus Biosciences, Inc. (a)		5,078		105
Arcutis Biotherapeutics, Inc. (a)		4,713		70
Ardelyx, Inc. (a)		20,424		58
Aridis Pharmaceuticals, Inc. (a)		2,078		2
Arrowhead Pharmaceuticals, Inc. (a)		11,533		468
ARS Pharmaceuticals, Inc. (a)		3,601		31
Artivion, Inc. (a)		4,347		53
Arvinas, Inc. (a)		5,193		178
Asensus Surgical, Inc. (a) (b)		26,328		9
Aspira Women's Health, Inc. (a)		7,759		3
Assembly Biosciences, Inc. (a)		5,167		7
Assertio Holdings, Inc. (a)		5,304		23
Astria Therapeutics, Inc. (a)		1,780		27
Atara Biotherapeutics, Inc. (a)		10,281		34
Atea Pharmaceuticals, Inc. (a)		8,315		40
Athenex, Inc. (a)		16,972		3
Athira Pharma, Inc. (a)		4,077		13
ATI Physical Therapy, Inc. (a)		8,228		3
Atossa Therapeutics, Inc. (a)		14,371		8
Atreca, Inc. Class A (a)		3,220		3
AtriCure, Inc. (a)		5,111		227
Atrion Corp.		154		86
aTyr Pharma, Inc. (a)		2,989		7
Aura Biosciences, Inc. (a)		2,495		26
Avalo Therapeutics, Inc. (a)		972		5
Avanos Medical, Inc. (a)		5,170		140
Avantor, Inc. (a)		74,203		1,565
Aveanna Healthcare Holdings, Inc. (a)		5,486		4
AVEO Pharmaceuticals, Inc. (a)		3,457		52
Avid Bioservices, Inc. (a)		6,985		96
Avidity Biosciences, Inc. (a)		5,324		118
Avrobio, Inc. (a)		4,166		3
Axcella Health, Inc. (a)		3,256		1
Axogen, Inc. (a)		4,559		46
Axonics, Inc. (a)		5,490		343
Axsome Therapeutics, Inc. (a)		3,659		282

See notes to financial statements.

34

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Azenta, Inc. (a)		8,344	$	486
Beam Therapeutics, Inc. (a)		6,228		244
Berkeley Lights, Inc. (a)		6,200		17
Beyond Air, Inc. (a) (b)		2,849		19
BioAtla, Inc. (a) (b)		4,242		35
BioCryst Pharmaceuticals, Inc. (a)		20,681		237
Biodesix, Inc. (a)		2,890		7
Biohaven Ltd (a)		6,575		91
BioLife Solutions, Inc. (a)		4,449		81
BioMarin Pharmaceutical, Inc. (a)		20,629		2,135
Biomea Fusion, Inc. (a) (b)		2,626		22
Biomerica, Inc. (a)		1,261		4
BioNano Genomics, Inc. (a) (b)		32,270		47
Biote Corp. (a)		975		4
Bioventus, Inc. Class A (a)		3,289		9
Bioxcel Therapeutics, Inc. (a) (b)		2,163		46
Black Diamond Therapeutics, Inc. (a)		2,598		5
bluebird bio, Inc. (a)		8,578		59
Blueprint Medicines Corp. (a)		6,574		288
Bolt Biotherapeutics, Inc. (a) (b)		2,392		3
Bridgebio Pharma, Inc. (a)		11,946		91
Bright Green Corp. (a)		5,958		3
Brookdale Senior Living, Inc. (a)		20,563		56
Bruker Corp.		11,264		770
Butterfly Network, Inc. (a) (b)		16,111		40
C4 Therapeutics, Inc. (a)		4,330		26
Cabaletta Bio, Inc. (a) (b)		3,062		28
Candel Therapeutics, Inc. (a)		1,115		2
Capital Senior Living Corp. (a)		650		8
Capricor Therapeutics, Inc. (a)		2,680		10
Cara Therapeutics, Inc. (a)		4,756		51
Cardiff Oncology, Inc. (a)		4,574		6
Cardiovascular Systems, Inc. (a)		4,510		61
CareCloud, Inc. (a)		1,095		3
CareDx, Inc. (a)		5,946		68
CareMax, Inc. (a)		4,860		18
Caribou Biosciences, Inc. (a)		5,731		36
CASI Pharmaceuticals, Inc. (a)		1,482		3
Cassava Sciences, Inc. (a) (b)		4,278		126
Castle Biosciences, Inc. (a)		2,686		63
Catalyst Pharmaceuticals, Inc. (a)		10,732		200
Celcuity, Inc. (a)		746		10
Celldex Therapeutics, Inc. (a)		5,096		227
Cellectar Biosciences, Inc. (a)		1,012		2
CEL-SCI Corp. (a) (b)		4,725		11
Celularity, Inc. (a) (b)		6,254		8
Century Therapeutics, Inc. (a) (b)		2,740		14
Cerevel Therapeutics Holdings, Inc. (a)		7,601		240
Certara, Inc. (a)		11,433		184
Cerus Corp. (a)		19,495		71

See notes to financial statements.

35

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Champions Oncology, Inc. (a)		614	$	3
Checkpoint Therapeutics, Inc. (a)		834		4
Chemed Corp.		1,665		850
Chimerix, Inc. (a)		8,353		16
Chinook Therapeutics, Inc. (a)		5,068		133
Cidara Therapeutics, Inc. (a)		7,478		6
CinCor Pharma, Inc. (a) (b)		1,987		24
ClearPoint Neuro, Inc. (a)		2,418		20
Clearside Biomedical, Inc. (a)		5,465		6
Clever Leaves Holdings, Inc. (a)		4,020		1
Clover Health Investments Corp. (a)		37,841		35
Cocrystal Pharma, Inc. (a)		878		2
Codexis, Inc. (a)		7,210		34
Co-Diagnostics, Inc. (a) (b)		3,834		10
Codiak Biosciences, Inc. (a)		2,717		1
Cogent Biosciences, Inc. (a)		6,194		72
Cognition Therapeutics, Inc. (a)		2,071		4
Coherus Biosciences, Inc. (a)		8,292		66
Collegium Pharmaceutical, Inc. (a)		3,718		86
Community Health Systems, Inc.		14,219		61
Computer Programs and Systems, Inc. (a)		1,584		43
Concert Pharmaceuticals, Inc. (a)		5,168		30
Conformis, Inc. (a)		819		3
CONMED Corp.		3,423		303
Corcept Therapeutics, Inc. (a)		10,454		212
CorVel Corp. (a)		1,047		152
Corvus Pharmaceuticals, Inc. (a) (b)		3,910		3
Crinetics Pharmaceuticals, Inc. (a)		4,880		89
Cross Country Healthcare, Inc. (a)		4,079		108
CryoPort, Inc. (a)		5,338		93
CTI BioPharma Corp. (a) (b)		13,537		81
Cue BioPharma, Inc. (a)		3,775		11
Cue Health, Inc. (a) (b)		9,915		21
Cullinan Oncology, Inc. (a)		3,261		34
Cumberland Pharmaceuticals, Inc. (a)		915		2
Curis, Inc. (a)		9,899		5
Cutera, Inc. (a)		2,133		94
CVRx, Inc. (a)		1,028		19
Cyclerion Therapeutics, Inc. (a)		4,589		3
Cyteir Therapeutics, Inc. (a)		1,849		3
Cytek Biosciences, Inc. (a)		9,642		98
Cytokinetics, Inc. (a)		10,044		460
CytomX Therapeutics, Inc. (a)		7,111		11
CytoSorbents Corp. (a)		4,352		7
Dare Bioscience, Inc. (a)		9,434		8
Day One Biopharmaceuticals, Inc. (a)		4,508		97
Decibel Therapeutics, Inc. (a) (b)		1,388		3
Deciphera Pharmaceuticals, Inc. (a)		5,309		87
Definitive Healthcare Corp. (a)		3,936		43
Delcath Systems, Inc. (a)		956		3

See notes to financial statements.

36

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Denali Therapeutics, Inc. (a)		13,256	$	369
Design Therapeutics, Inc. (a)		3,547		36
DICE Therapeutics, Inc. (a) (b)		4,328		135
Disc Medicine, Inc. (a)		231		5
DocGo, Inc. (a)		8,828		62
Dominari Holdings, Inc. (a) (b)		566		2
Doximity, Inc. Class A (a)		10,532		353
Durect Corp. (a)		2,533		9
Dynavax Technologies Corp. (a)		13,636		145
Dyne Therapeutics, Inc. (a)		3,114		36
Eagle Pharmaceuticals, Inc. (a)		1,312		38
Eargo, Inc. (a)		28,486		16
Edgewise Therapeutics, Inc. (a)		4,592		41
Editas Medicine, Inc. (a)		7,723		69
Eiger Biopharmaceuticals, Inc. (a)		4,641		5
Elanco Animal Health, Inc. (a)		53,808		658
Electrocore, Inc. (a)		6,861		2
Electromed, Inc. (a)		693		7
Eledon Pharmaceuticals, Inc. (a)		1,561		4
Embecta Corp.		6,498		164
Emergent BioSolutions, Inc. (a)		4,640		55
Enanta Pharmaceuticals, Inc. (a)		2,187		102
Encompass Health Corp.		11,097		664
Enhabit, Inc. (a)		5,575		73
Enovis Corp. (a)		5,406		289
Entrada Therapeutics, Inc. (a) (b)		1,887		26
Envista Holdings Corp. (a)		18,358		618
enVVeno Medical Corp. (a)		1,032		5
Enzo Biochem, Inc. (a)		4,202		6
EQRx, Inc. (a) (b)		26,054		64
Equillium, Inc. (a)		1,988		2
Erasca, Inc. (a)		7,347		32
Esperion Therapeutics, Inc. (a)		8,279		52
Establishment Labs Holdings, Inc. (a)		2,369		156
Eton Pharmaceuticals, Inc. (a)		2,498		7
Evelo Biosciences, Inc. (a) (b)		6,128		10
Evolent Health, Inc. Class A (a)		10,910		306
Evolus, Inc. (a)		4,138		31
Exact Sciences Corp. (a)		19,883		984
Exagen, Inc. (a)		1,052		3
Exelixis, Inc. (a)		35,795		574
Eyenovia, Inc. (a)		2,951		5
EyePoint Pharmaceuticals, Inc. (a) (b)		2,939		10
Fate Therapeutics, Inc. (a)		10,348		104
Fennec Pharmaceuticals, Inc. (a)		2,426		23
FibroGen, Inc. (a)		9,788		157
Figs, Inc. Class A (a)		14,239		96
Five Star Senior Living, Inc. (a)		3,590		2
Fluidigm Corp. (a)		8,748		10
Foghorn Therapeutics, Inc. (a)		2,032		13

See notes to financial statements.

37

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
FONAR Corp. (a)		714	$	12
Forian, Inc. (a)		2,254		6
Forte Biosciences, Inc. (a)		1,962		2
Fortress Biotech, Inc. (a)		9,122		6
Frequency Therapeutics, Inc. (a)		3,682		14
F-Star Therapeutics, Inc. (a)		2,058		13
Fulcrum Therapeutics, Inc. (a)		4,709		34
Fulgent Genetics, Inc. (a)		2,336		70
G1 Therapeutics, Inc. (a) (b)		4,882		27
Gain Therapeutics, Inc. (a)		1,227		4
Galectin Therapeutics, Inc. (a)		4,853		6
Galera Therapeutics, Inc. (a)		2,070		3
Generation Bio Co. (a)		5,425		21
Genprex, Inc. (a) (b)		5,123		7
Geron Corp. (a)		37,734		91
Glaukos Corp. (a)		5,186		227
Globus Medical, Inc. (a)		8,697		646
GlycoMimetics, Inc. (a)		4,760		14
GoodRx Holdings, Inc. Class A (a)		7,663		36
Gossamer Bio, Inc. (a) (b)		8,211		18
Graphite Bio, Inc. (a)		3,039		10
Great Elm Group, Inc. (a)		2,815		6
Greenlight Biosciences Holdings PBC (a) (b)		9,460		11
Greenwich Lifesciences, Inc. (a)		408		6
Gritstone bio, Inc. (a)		8,137		28
Guardant Health, Inc. (a)		10,905		297
Haemonetics Corp. (a)		5,766		454
Halozyme Therapeutics, Inc. (a)		15,481		881
Harmony Biosciences Holdings, Inc. (a)		3,559		196
Harrow Health, Inc. (a)		2,765		41
Harvard Bioscience, Inc. (a)		4,111		11
HCW Biologics, Inc. (a)		1,708		3
Health Catalyst, Inc. (a)		6,024		64
HealthEquity, Inc. (a)		9,306		574
HealthStream, Inc. (a)		2,741		68
Heat Biologics, Inc. (a)		2,767		2
Heron Therapeutics, Inc. (a) (b)		13,358		33
Heska Corp. (a)		1,154		72
HilleVax, Inc. (a) (b)		1,631		27
Homology Medicines, Inc. (a)		4,625		6
Hookipa Pharma, Inc. (a)		4,807		4
Horizon Therapeutics PLC (a)		25,624		2,916
Humacyte, Inc. (a) (b)		5,728		12
Hyperfine, Inc. (a) (b)		5,030		4
iCAD, Inc. (a)		2,674		5
Icosavax, Inc. (a)		2,852		23
ICU Medical, Inc. (a)		2,278		359
Ideaya Biosciences, Inc. (a)		4,587		83
IGM Biosciences, Inc. (a) (b)		1,973		34
Ikena Oncology, Inc. (a)		2,222		6

See notes to financial statements.

38

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Imago Biosciences, Inc. (a)		2,259	$	81
IMARA, Inc. (a) (b)		1,789		7
ImmuCell Corp. (a)		624		4
Immuneering Corp. Class A (a) (b)		2,187		11
Immunic, Inc. (a) (b)		3,565		5
ImmunityBio, Inc. (a) (b)		9,541		48
ImmunoGen, Inc. (a)		24,799		123
Immunome, Inc. (a)		1,087		2
Immunovant, Inc. (a)		5,864		104
Impel Neuropharma, Inc. (a)		1,158		4
IN8bio, Inc. (a)		1,001		2
Inari Medical, Inc. (a)		5,150		327
Infinity Pharmaceuticals, Inc. (a)		9,930		6
Infusystem Holdings, Inc. (a)		2,067		18
Inhibrx, Inc. (a)		3,410		84
Inmune Bio, Inc. (a)		1,324		8
Innovage Holding Corp. (a)		2,000		14
Innoviva, Inc. (a)		7,832		104
Inogen, Inc. (a)		2,465		49
Inotiv, Inc. (a)		2,178		11
Inovio Pharmaceuticals, Inc. (a)		27,739		43
Inozyme Pharma, Inc. (a)		2,643		3
Insmed, Inc. (a)		15,068		301
Inspire Medical Systems, Inc. (a)		3,185		802
Instil Bio, Inc. (a)		7,065		4
Insulet Corp. (a)		7,798		2,296
Integer Holdings Corp. (a)		3,722		255
Integra LifeSciences Holdings Corp. (a)		8,245		462
Intellia Therapeutics, Inc. (a)		8,996		314
Intercept Pharmaceuticals, Inc. (a)		3,995		49
Intra-Cellular Therapies, Inc. (a)		9,750		516
Invitae Corp. (a) (b)		26,167		49
Invivyd, Inc. (a) (b)		4,076		6
Ionis Pharmaceuticals, Inc. (a)		15,787		596
Iovance Biotherapeutics, Inc. (a)		16,297		104
iRadimed Corp.		813		23
iRhythm Technologies, Inc. (a)		3,340		313
IRIDEX Corp. (a)		1,651		3
Ironwood Pharmaceuticals, Inc. (a)		16,869		209
IsoPlexis Corp. (a)		1,476		2
IsoRay, Inc. (a)		15,959		4
iTeos Therapeutics, Inc. (a)		3,270		64
IVERIC bio, Inc. (a)		14,608		313
Janux Therapeutics, Inc. (a) (b)		2,506		33
Jounce Therapeutics, Inc. (a)		4,517		5
KalVista Pharmaceuticals, Inc. (a)		2,373		16
Karuna Therapeutics, Inc. (a)		2,884		567
Keros Therapeutics, Inc. (a)		2,094		101
Kezar Life Sciences, Inc. (a)		6,595		46
Kiniksa Pharmaceuticals Ltd. Class A (a)		3,756		56

See notes to financial statements.

39

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Kinnate Biopharma, Inc. (a) (b)		2,456	$	15
Kodiak Sciences, Inc. (a)		5,552		40
Kronos Bio, Inc. (a)		4,446		7
Krystal Biotech, Inc. (a)		2,214		175
Kura Oncology, Inc. (a)		7,212		90
Kymera Therapeutics, Inc. (a)		4,781		119
Lannett Co., Inc. (a)		3,705		2
Lantern Pharma, Inc. (a)		897		5
Lantheus Holdings, Inc. (a)		7,568		386
Larimar Therapeutics, Inc. (a)		4,812		20
Leap Therapeutics, Inc. (a)		9,103		4
LeMaitre Vascular, Inc.		2,193		101
LENSAR, Inc. (a)		1,163		3
Lexicon Pharmaceuticals, Inc. (a)		20,423		39
LHC Group, Inc. (a)		3,345		541
LifeStance Health Group, Inc. (a) (b)		7,685		38
Ligand Pharmaceuticals, Inc. (a)		1,820		122
Lineage Cell Therapeutics, Inc. (a) (b)		19,073		22
Liquidia Technologies, Inc. (a) (b)		6,428		41
Lisata Therapeutics, Inc. (a)		874		2
Longboard Pharmaceuticals, Inc. (a)		1,033		3
Lumos Pharma, Inc. (a)		562		2
Lyell Immunopharma, Inc. (a) (b)		9,000		31
Lyra Therapeutics, Inc. (a) (b)		2,565		8
MacroGenics, Inc. (a)		6,766		45
Madrigal Pharmaceuticals, Inc. (a)		1,398		406
Magenta Therapeutics, Inc. (a)		4,211		2
MannKind Corp. (a) (b)		27,454		145
Maravai LifeSciences Holdings, Inc. Class A (a)		12,391		177
Marinus Pharmaceuticals, Inc. (a)		4,875		19
Marker Therapeutics, Inc. (a)		6,452		2
Masimo Corp. (a)		5,485		812
Matinas BioPharma Holdings, Inc. (a)		23,628		12
Medpace Holdings, Inc. (a)		2,779		590
MEI Pharma, Inc. (a)		13,763		3
MeiraGTx Holdings PLC (a)		3,907		25
Meridian Bioscience, Inc. (a)		4,866		162
Merit Medical Systems, Inc. (a)		6,313		446
Merrimack Pharmaceuticals, Inc. (a)		1,476		17
Mersana Therapeutics, Inc. (a)		8,822		52
Mesa Laboratories, Inc.		579		96
Microbot Medical, Inc. (a)		797		2
Minerva Neurosciences, Inc. (a)		515		1
Mirati Therapeutics, Inc. (a)		5,869		266
Miromatrix Medical, Inc. (a)		1,589		5
Mirum Pharmaceuticals, Inc. (a)		2,549		50
ModivCare, Inc. (a)		1,563		140
Molecular Templates, Inc. (a)		4,733		2
Moleculin Biotech, Inc. (a)		3,182		3
Monte Rosa Therapeutics, Inc. (a) (b)		3,393		26

See notes to financial statements.

40

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Morphic Holding, Inc. (a)		3,188	$	85
Multiplan Corp. (a)		29,737		34
Mustang Bio, Inc. (a)		9,912		4
MyMD Pharmaceuticals, Inc. (a)		3,673		4
Myriad Genetics, Inc. (a)		8,785		127
NanoString Technologies, Inc. (a)		5,224		42
Natera, Inc. (a)		11,261		452
National HealthCare Corp.		1,424		85
National Research Corp.		2,158		81
Nektar Therapeutics (a)		20,844		47
Neogen Corp. (a)		24,527		374
NeoGenomics, Inc. (a)		13,420		124
Neoleukin Therapeutics, Inc. (a) (b)		3,818		2
Neurocrine Biosciences, Inc. (a)		10,637		1,271
Neuronetics, Inc. (a)		2,760		19
Nevro Corp. (a)		3,775		150
NextCure, Inc. (a)		1,858		3
NextGen Healthcare, Inc. (a)		6,253		117
NGM Biopharmaceuticals, Inc. (a)		4,452		22
Nkarta, Inc. (a) (b)		4,155		25
Northwest Biotherapeutics, Inc. (a) (b)		114,186		90
Novan, Inc. (a)		2,721		4
Novavax, Inc. (a) (b)		8,877		91
Nurix Therapeutics, Inc. (a)		4,431		49
Nutex Health, Inc. (a) (b)		34,660		66
Nuvalent, Inc. Class A (a)		4,978		148
NuVasive, Inc. (a)		5,849		241
Nuvation Bio, Inc. (a) (b)		15,533		30
Oak Street Health, Inc. (a)		12,876		277
Ocugen, Inc. (a) (b)		24,087		31
Ocular Therapeutix, Inc. (a)		8,648		24
Ocuphire Pharma, Inc. (a)		2,102		7
Olema Pharmaceuticals, Inc. (a)		3,899		10
Omega Therapeutics, Inc. (a)		2,009		11
Omeros Corp. (a) (b)		6,835		15
Omniab, Inc. (a) (d) (e)		697		—
Omniab, Inc. (a)		10,686		38
Omniab, Inc. (a) (d) (e)		697		—
Omnicell, Inc. (a)		4,926		248
Oncocyte Corp. (a)		12,519		4
Onconova Therapeutics, Inc. (a)		2,348		2
Oncternal Therapeutics, Inc. (a)		5,435		5
Opiant Pharmaceuticals, Inc. (a)		533		11
OPKO Health, Inc. (a)		47,310		59
Optinose, Inc. (a)		7,978		15
Option Care Health, Inc. (a)		17,544		528
Oragenics, Inc. (a)		12,814		1
Oramed Pharmaceuticals, Inc. (a) (b)		4,186		50
OraSure Technologies, Inc. (a)		7,912		38
Organogenesis Holdings, Inc. (a)		7,279		20

See notes to financial statements.

41

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Orgenesis, Inc. (a)		2,580	$	5
ORIC Pharmaceuticals, Inc. (a)		3,459		20
Orthofix Medical, Inc. (a)		2,157		44
OrthoPediatrics Corp. (a)		1,611		64
Osmotica Pharmaceuticals PLC (a)		5,289		6
Outlook Therapeutics, Inc. (a) (b)		15,143		16
Outset Medical, Inc. (a)		5,231		135
Ovid Therapeutics, Inc. (a)		6,314		12
Owens & Minor, Inc. (a)		8,307		162
Owlet, Inc. (a)		7,399		4
Oyster Point Pharma, Inc. (a)		1,431		16
P3 Health Partners, Inc. (a) (b)		2,831		5
Pacific Biosciences of California, Inc. (a)		22,966		188
Pacira BioSciences, Inc. (a)		5,045		195
Palatin Technologies, Inc. (a)		1,177		3
Paragon 28, Inc. (a)		2,788		53
Paratek Pharmaceuticals, Inc. (a)		4,670		9
Pardes Biosciences, Inc. (a)		3,324		6
Passage Bio, Inc. (a)		3,152		4
Patterson Cos., Inc.		9,788		274
PAVmed, Inc. (a)		9,398		5
PDL BioPharma, Inc. (a) (b) (d) (e)		17,605		22
PDS Biotechnology Corp. (a) (b)		2,648		35
Pear Therapeutics, Inc. (a) (b)		6,930		8
Pediatrix Medical Group, Inc. (a)		9,286		138
Penumbra, Inc. (a)		4,085		909
PepGen, Inc. (a) (b)		2,172		29
Personalis, Inc. (a)		4,117		8
PetIQ, Inc. (a)		2,794		26
Phathom Pharmaceuticals, Inc. (a)		2,179		24
Phibro Animal Health Corp. Class A		2,285		31
Phreesia, Inc. (a)		5,604		181
Pieris Pharmaceuticals, Inc. (a)		7,178		7
Pliant Therapeutics, Inc. (a)		4,254		82
PMV Pharmaceuticals, Inc. (a)		3,469		30
Point Biopharma Global, Inc. (a) (b)		9,592		70
Poseida Therapeutics, Inc. (a)		6,230		33
Praxis Precision Medicines, Inc. (a)		4,241		10
Precigen, Inc. (a)		11,339		17
Precipio, Inc. (a)		2,477		1
Precision BioSciences, Inc. (a)		9,810		12
Predictive Oncology, Inc. (a)		8,540		3
Prelude Therapeutics, Inc. (a) (b)		1,944		12
Premier, Inc. Class A		13,266		464
Prestige Consumer Healthcare, Inc. (a)		5,591		350
Prime Medicine, Inc. (a) (b)		3,089		57
Privia Health Group, Inc. (a)		9,245		210
PROCEPT BioRobotics Corp. (a) (b)		4,656		193
Pro-Dex, Inc. (a)		279		4
Progenity, Inc. (a) (b)		18,850		3

See notes to financial statements.

42

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Progyny, Inc. (a)		9,171	$	286
ProKidney Corp. (a) (b)		5,168		35
Prometheus Biosciences, Inc. (a)		3,522		387
ProPhase Labs, Inc. (b)		1,453		14
Protagonist Therapeutics, Inc. (a)		4,958		54
Protalix BioTherapeutics, Inc. (a) (b)		4,630		6
Protara Therapeutics, Inc. (a)		946		3
Provention Bio, Inc. (a) (b)		8,422		89
Psychemedics Corp.		479		2
PTC Therapeutics, Inc. (a)		7,876		301
Pulmonx Corp. (a)		3,553		30
Pulse Biosciences, Inc. (a)		1,770		5
Puma Biotechnology, Inc. (a)		4,395		19
Pyxis Oncology, Inc. (a)		2,571		3
Quanterix Corp. (a)		3,778		52
Quantum-Si, Inc. (a) (b)		10,437		19
QuidelOrtho Corp. (a)		5,623		482
Quince Therapeutics, Inc. (a) (b)		3,155		2
R1 RCM, Inc. (a)		17,490		192
RadNet, Inc. (a)		5,594		105
Rain Oncology, Inc. (a) (b)		1,886		15
Rallybio Corp. (a)		1,975		13
Rani Therapeutics Holdings, Inc. (a)		1,890		11
Rapid Micro Biosystems, Inc. Class A (a)		1,611		2
RAPT Therapeutics, Inc. (a)		3,005		60
Reata Pharmaceuticals, Inc. Class A (a)		3,262		124
Recro Pharma, Inc. (a)		5,273		8
Recursion Pharmaceuticals, Inc. Class A (a)		13,197		102
REGENXBIO, Inc. (a)		4,416		100
Regulus Therapeutics, Inc. (a)		1,682		2
Relay Therapeutics, Inc. (a)		9,604		144
Relmada Therapeutics, Inc. (a)		3,002		10
Reneo Pharmaceuticals, Inc. (a)		1,222		3
Repligen Corp. (a)		5,857		992
Replimune Group, Inc. (a)		3,525		96
Retractable Technologies, Inc. (a)		1,794		3
Revance Therapeutics, Inc. (a)		8,777		162
REVOLUTION Medicines, Inc. (a)		7,465		178
Rhythm Pharmaceuticals, Inc. (a)		5,500		160
Rigel Pharmaceuticals, Inc. (a)		19,419		29
Rocket Pharmaceuticals, Inc. (a)		8,301		162
Royalty Pharma PLC Class A		40,512		1,601
RxSight, Inc. (a)		1,725		22
SAB Biotherapeutics, Inc. (a)		3,223		2
Sage Therapeutics, Inc. (a)		5,800		221
Sana Biotechnology, Inc. (a) (b)		9,068		36
Sangamo Therapeutics, Inc. (a)		14,925		47
Sarepta Therapeutics, Inc. (a)		9,441		1,223
Satsuma Pharmaceuticals, Inc. (a)		2,509		2
Savara, Inc. (a)		8,025		12

See notes to financial statements.

43

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Scholar Rock Holding Corp. (a)		4,337	$	39
Schrodinger, Inc. (a)		6,547		122
Science 37 Holdings, Inc. (a)		8,847		4
scPharmaceuticals, Inc. (a)		2,396		17
SCYNEXIS, Inc. (a)		3,595		6
Seagen, Inc. (a)		20,723		2,663
Seaspine Holdings Corp. (a)		3,714		31
Seelos Therapeutics, Inc. (a)		11,745		8
Seer, Inc. (a)		4,653		27
Select Medical Holdings Corp.		11,575		287
Selecta Biosciences, Inc. (a) (b)		11,959		14
Sellas Life Sciences Group, Inc. (a) (b)		2,309		5
Sema4 Holdings Corp. (a)		18,576		5
Sensei Biotherapeutics, Inc. (a)		1,952		3
Senseonics Holdings, Inc. (a) (b)		49,936		51
Sensus Healthcare, Inc. (a)		1,353		10
Senti Biosciences, Inc. (a)		3,841		5
Seres Therapeutics, Inc. (a)		10,561		59
Sesen Bio, Inc. (a)		22,411		14
Sharecare, Inc. (a)		31,995		51
Shattuck Labs, Inc. (a)		3,608		8
Shockwave Medical, Inc. (a)		3,996		822
SI-BONE, Inc. (a)		3,309		45
Sientra, Inc. (a)		10,087		2
SIGA Technologies, Inc. (b)		4,641		34
Sight Sciences, Inc. (a)		3,202		39
Signify Health, Inc. Class A (a)		8,027		230
Silk Road Medical, Inc. (a)		3,839		203
Simulations Plus, Inc.		1,814		66
Singular Genomics Systems, Inc. (a) (b)		4,619		9
SmileDirectClub, Inc. (a) (b)		13,204		5
Solid Biosciences, Inc. (a)		718		4
SomaLogic, Inc. (a)		14,685		37
Sonendo, Inc. (a) (b)		4,461		13
Sorrento Therapeutics, Inc. (a)		50,555		45
Sotera Health Co. (a)		11,206		93
Spectrum Pharmaceuticals, Inc. (a) (b)		19,006		7
Spero Therapeutics, Inc. (a)		4,290		7
SpringWorks Therapeutics, Inc. (a)		5,027		131
SQZ Biotechnologies Co. (a)		2,456		2
STAAR Surgical Co. (a)		5,397		262
Stereotaxis, Inc. (a)		7,130		15
Stoke Therapeutics, Inc. (a)		2,506		23
Strata Skin Sciences, Inc. (a)		3,626		3
Supernus Pharmaceuticals, Inc. (a)		5,828		208
Surface Oncology, Inc. (a)		5,533		5
Surgery Partners, Inc. (a)		5,840		163
Surmodics, Inc. (a)		1,542		53
Sutro Biopharma, Inc. (a)		5,740		46
Syndax Pharmaceuticals, Inc. (a)		5,393		137

See notes to financial statements.

44

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Syneos Health, Inc. (a)		11,650	$	427
Synlogic, Inc. (a)		6,403		5
Syros Pharmaceuticals, Inc. (a) (b)		1,813		7
Tabula Rasa Healthcare, Inc. (a) (b)		2,711		13
Tactile Systems Technology, Inc. (a)		2,148		25
Talaris Therapeutics, Inc. (a)		2,272		2
Talkspace, Inc. (a)		10,771		7
Tandem Diabetes Care, Inc. (a)		7,216		324
Tango Therapeutics, Inc. (a) (b)		5,096		37
Tarsus Pharmaceuticals, Inc. (a)		1,906		28
Taysha Gene Therapies, Inc. (a)		4,039		9
TCR2 Therapeutics, Inc. (a)		3,505		4
Tela Bio, Inc. (a)		1,305		15
Teladoc Health, Inc. (a)		17,613		417
Tenaya Therapeutics, Inc. (a)		5,664		11
Tenet Healthcare Corp. (a)		12,000		585
Terns Pharmaceuticals, Inc. (a)		1,665		17
TFF Pharmaceuticals, Inc. (a)		2,027		2
TG Therapeutics, Inc. (a)		15,168		179
The Ensign Group, Inc.		5,961		564
The Joint Corp. (a)		1,596		22
The Oncology Institute, Inc. (a)		2,784		5
The Pennant Group, Inc. (a)		3,085		34
TherapeuticsMD, Inc. (a)		952		5
Theseus Pharmaceuticals, Inc. (a) (b)		1,318		7
Third Harmonic Bio, Inc. (a) (b)		1,337		6
Tilray, Inc. Class 2 (a) (b)		63,193		170
Tonix Pharmaceuticals Holding Corp. (a)		6,530		3
Tracon Pharmaceuticals, Inc. (a)		2,269		3
TransMedics Group, Inc. (a)		3,308		204
Travere Therapeutics, Inc. (a)		6,823		144
Treace Medical Concepts, Inc. (a)		3,584		82
Trevena, Inc. (a)		849		1
TScan Therapeutics, Inc. (a)		1,031		2
Twist Bioscience Corp. (a)		6,141		146
Tyra Biosciences, Inc. (a) (b)		2,191		17
U.S. Physical Therapy, Inc.		1,446		117
UFP Technologies, Inc. (a)		773		91
Ultragenyx Pharmaceutical, Inc. (a)		7,392		342
United Therapeutics Corp. (a)		5,062		1,408
UNITY Biotechnology, Inc. (a) (b)		1,400		4
UpHealth, Inc. (a)		718		1
UroGen Pharma Ltd. (a)		2,194		19
Utah Medical Products, Inc.		389		39
Vanda Pharmaceuticals, Inc. (a)		6,155		46
Vapotherm, Inc. (a)		2,575		7
Varex Imaging Corp. (a)		4,483		91
Vaxart, Inc. (a) (b)		14,214		14
Vaxcyte, Inc. (a)		6,812		327
Vaxxinity, Inc. Class A (a)		4,073		6

See notes to financial statements.

45

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Veeva Systems, Inc. Class A (a)		15,788	$	2,548
Ventyx Biosciences, Inc. (a)		3,278		108
Vera Therapeutics, Inc. (a) (b)		1,381		27
Veracyte, Inc. (a)		7,961		189
Veradigm, Inc. (a)		12,197		215
Verastem, Inc. (a)		20,675		8
Vericel Corp. (a)		5,301		140
Verrica Pharmaceuticals, Inc. (a)		2,752		8
Verve Therapeutics, Inc. (a)		4,082		79
Vicarious Surgical, Inc. (a) (b)		4,052		8
Viemed Healthcare, Inc. (a)		3,817		29
Vigil Neuroscience, Inc. (a) (b)		1,493		19
Viking Therapeutics, Inc. (a)		7,746		73
Vir Biotechnology, Inc. (a)		8,731		221
Viracta Therapeutics, Inc. (a)		2,899		4
Viridian Therapeutics, Inc. (a) (b)		3,812		111
Vivani Medical, Inc. (a)		5,182		4
Vor BioPharma, Inc. (a)		2,937		20
Voyager Therapeutics, Inc. (a)		3,114		19
Werewolf Therapeutics, Inc. (a)		2,198		5
X4 Pharmaceuticals, Inc. (a)		5,422		5
XBiotech, Inc. (a)		1,831		6
Xencor, Inc. (a)		6,640		173
Xeris Biopharma Holdings, Inc. (a) (b)		14,504		19
Xilio Therapeutics, Inc. (a)		1,122		3
XOMA Corp. (a) (b)		1,287		24
Y-mAbs Therapeutics, Inc. (a)		4,019		20
Zentalis Pharmaceuticals, Inc. (a)		5,756		116
Zimvie, Inc. (a)		2,279		21
ZIOPHARM Oncology, Inc. (a) (b)		24,556		16
Zomedica Corp. (a) (b)		108,992		18
Zynerba Pharmaceuticals, Inc. (a)		5,037		3
				86,113
Industrials (14.9%):
374Water, Inc. (a) (b)		5,895		17
3D Systems Corp. (a)		14,342		106
AAON, Inc.		4,758		358
AAR Corp. (a)		3,819		171
ABM Industries, Inc.		7,433		330
ACCO Brands Corp.		10,270		57
Acme United Corp.		348		8
Acuity Brands, Inc.		3,676		609
ACV Auctions, Inc. Class A (a)		12,551		103
Advanced Drainage Systems, Inc.		8,441		692
Advent Technologies Holdings, Inc. (a) (b)		2,930		5
AECOM		15,849		1,346
Aerojet Rocketdyne Holdings, Inc. (a)		8,581		480
AeroVironment, Inc. (a)		2,666		228
AerSale Corp. (a)		1,702		28
AGCO Corp.		6,942		963

See notes to financial statements.

46

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Air Lease Corp.		11,704	$	450
Air T, Inc.		169		4
Air Transport Services Group, Inc. (a)		6,583		171
Alamo Group, Inc.		1,331		188
Albany International Corp.		3,494		344
Alight, Inc. Class A (a)		25,901		217
Allegiant Travel Co. (a)		1,775		121
Allied Motion Technologies, Inc.		1,505		52
Allison Transmission Holdings, Inc.		10,814		450
Alta Equipment Group, Inc.		2,650		35
Altra Industrial Motion Corp.		7,311		437
Ameresco, Inc. Class A (a)		3,571		204
American Superconductor Corp. (a)		3,112		11
American Woodmark Corp. (a)		1,849		90
Amprius Technologies, Inc. (a) (b)		1,055		8
API Group Corp. (a)		24,674		464
Apogee Enterprises, Inc.		2,414		107
Applied Industrial Technologies, Inc.		4,281		540
Aqua Metals, Inc. (a)		8,209		10
ARC Document Solutions, Inc.		4,099		12
ArcBest Corp.		2,700		189
Archer Aviation, Inc. Class A (a)		13,854		26
Arcosa, Inc.		5,378		292
Argan, Inc.		1,497		55
Aris Water Solution, Inc. Class A		2,750		40
Armstrong World Industries, Inc.		5,212		357
Array Technologies, Inc. (a)		15,867		307
ASGN, Inc. (a)		5,526		450
Astec Industries, Inc.		2,543		103
Astra Space, Inc. (a) (b)		18,976		8
Astronics Corp. (a)		2,854		29
Atkore, Inc. (a)		4,643		527
Atlas Air Worldwide Holdings, Inc. (a)		2,989		301
Atlas Technical Consultants, Inc. (a)		3,082		16
Atlis Motor Vehicles, Inc. (a)		1,102		4
Ault Alliance, Inc. (a)		32,679		4
Aurora Innovation, Inc. (a) (b)		30,404		37
Avis Budget Group, Inc. (a)		4,612		756
Axon Enterprise, Inc. (a)		7,663		1,272
AZZ, Inc.		2,757		111
Babcock & Wilcox Enterprises, Inc. (a)		9,597		55
Barnes Group, Inc.		5,447		223
Barrett Business Services, Inc.		764		71
Beacon Roofing Supply, Inc. (a)		5,680		300
Berkshire Grey, Inc. (a)		5,295		3
BGSF, Inc.		1,094		17
Bird Global, Inc. Class A (a) (b)		10,239		2
BlackSky Technology, Inc. (a) (b)		6,863		11
Blade Air Mobility, Inc. (a)		5,270		19
Blink Charging Co. (a) (b)		4,674		51

See notes to financial statements.

47

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Bloom Energy Corp. Class A (a)		19,208	$	367
BlueLinx Holdings, Inc. (a)		1,022		73
Boise Cascade Co.		4,387		301
Booz Allen Hamilton Holding Corp.		14,718		1,538
Bowman Consulting Group Ltd. (a)		1,011		22
Brady Corp. Class A		5,159		243
BrightView Holdings, Inc. (a)		4,327		30
Broadwind, Inc. (a)		2,114		4
Builders FirstSource, Inc. (a)		17,359		1,126
BWX Technologies, Inc.		10,352		601
CACI International, Inc. Class A (a)		2,631		791
Cadre Holdings, Inc. (b)		1,822		37
Capstone Green Energy Corp. (a)		1,988		3
Carlisle Cos., Inc.		5,812		1,370
Casella Waste Systems, Inc. (a)		5,638		447
CBIZ, Inc. (a)		5,544		260
CECO Environmental Corp. (a)		3,289		38
ChargePoint Holdings, Inc. (a) (b)		20,058		191
Chart Industries, Inc. (a)		4,115		474
Chicago Rivet & Machine Co.		89		3
CIRCOR International, Inc. (a)		2,265		54
Civeo Corp. (a)		1,514		47
Clean Harbors, Inc. (a)		5,710		652
Columbus McKinnon Corp.		3,148		102
Comfort Systems USA, Inc.		3,979		458
Commercial Vehicle Group, Inc. (a)		3,185		22
Concrete Pumping Holdings, Inc. (a)		2,955		17
Construction Partners, Inc. Class A (a)		4,488		120
Core & Main, Inc. Class A (a)		8,211		159
CoreCivic, Inc. (a)		13,082		151
Covenant Logistics Group, Inc. Class A		961		33
CRA International, Inc.		781		96
Crane Holdings Co.		5,412		544
CSW Industrials, Inc.		1,733		201
Curtiss-Wright Corp.		4,314		720
Daseke, Inc. (a)		6,558		37
Deluxe Corp.		4,841		82
Desktop Metal, Inc. Class A (a) (b)		24,712		34
DLH Holdings Corp. (a)		1,250		15
Donaldson Co., Inc.		13,883		817
Douglas Dynamics, Inc.		2,520		91
Driven Brands Holdings, Inc. (a)		7,030		192
DSS, Inc. (a)		8,993		1
Ducommun, Inc. (a)		1,261		63
Dun & Bradstreet Holdings, Inc.		23,632		290
DXP Enterprises, Inc. (a)		1,797		50
Dycom Industries, Inc. (a)		3,220		301
Eagle Bulk Shipping, Inc.		1,445		72
EMCOR Group, Inc.		5,489		813
Encore Wire Corp.		2,084		287

See notes to financial statements.

48

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Energous Corp. (a)		8,442	$	7
Energy Recovery, Inc. (a)		5,720		117
Energy Vault Holdings, Inc. (a)		7,532		24
Enerpac Tool Group Corp.		6,467		165
EnerSys		4,522		334
Ennis, Inc.		2,783		62
Enovix Corp. (a)		12,128		151
EnPro Industries, Inc.		2,337		254
Eos Energy Enterprises, Inc. (a) (b)		7,905		12
Esab Corp.		6,409		301
ESCO Technologies, Inc.		2,875		252
Espey Manufacturing & Electronics Corp. (a)		175		2
ESS Tech, Inc. (a) (b)		5,392		13
Eve Holding, Inc. (a) (b)		2,400		17
EVI Industries, Inc. (a)		597		14
Evoqua Water Technologies Corp. (a)		13,512		535
Exponent, Inc.		5,743		569
Fathom Digital Manufacturing C (a)		1,859		2
Federal Signal Corp.		6,743		313
First Advantage Corp. (a)		5,739		75
FiscalNote Holdings, Inc. (a) (b)		11,576		73
Flowserve Corp.		14,833		455
Fluence Energy, Inc. (a) (b)		4,151		71
Fluor Corp. (a)		15,803		548
Forrester Research, Inc. (a)		1,271		45
Fortune Brands Innovations, Inc.		14,676		838
Forward Air Corp.		3,017		316
Franklin Covey Co. (a)		1,353		63
Franklin Electric Co., Inc.		4,361		348
FreightCar America, Inc. (a)		1,251		4
Frontier Group Holdings, Inc. (a)		4,200		43
FTAI Infrastructure, Inc.		11,280		33
FTC Solar, Inc. (a)		5,392		14
FTI Consulting, Inc. (a)		3,802		604
Fuel Tech, Inc. (a)		3,129		4
FuelCell Energy, Inc. (a) (b)		46,028		128
Gates Industrial Corp. PLC (a)		11,533		132
GATX Corp.		3,966		422
GEE Group, Inc. (a)		12,173		6
Gencor Industries, Inc. (a)		1,176		12
Gibraltar Industries, Inc. (a)		3,554		163
Global Industrial Co.		818		19
GMS, Inc. (a)		4,765		237
Graco, Inc.		19,001		1,278
GrafTech International Ltd.		21,841		104
Graham Corp. (a)		1,121		11
Granite Construction, Inc.		4,953		174
Great Lakes Dredge & Dock Corp. (a)		7,275		43
Griffon Corp.		5,375		192
GXO Logistics, Inc. (a)		13,193		563

See notes to financial statements.

49

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
H&E Equipment Services, Inc.		3,570	$	162
Harsco Corp. (a)		8,835		56
Hawaiian Holdings, Inc. (a)		5,657		58
Hayward Holdings, Inc. (a)		19,361		182
Healthcare Services Group, Inc.		8,320		100
Heartland Express, Inc.		5,286		81
HEICO Corp.		4,764		732
HEICO Corp. Class A		8,384		1,005
Heidrick & Struggles International, Inc.		2,195		61
Heliogen, Inc. (a)		15,555		11
Helios Technologies, Inc.		3,657		199
Herc Holdings, Inc.		3,361		442
Heritage-Crystal Clean, Inc. (a)		1,783		58
Hexcel Corp.		9,450		556
Hillenbrand, Inc.		7,804		333
Hillman Solutions Corp. (a)		15,229		110
HireQuest, Inc.		580		9
HireRight Holdings Corp. (a)		2,254		27
HNI Corp.		4,597		131
Hub Group, Inc. Class A (a)		3,742		297
Hubbell, Inc.		6,031		1,415
Hudson Global, Inc. (a)		259		6
Hudson Technologies, Inc. (a)		4,241		43
Hurco Cos., Inc.		701		18
Huron Consulting Group, Inc. (a)		2,288		166
Hydrofarm Holdings Group, Inc. (a)		4,401		7
Hyliion Holdings Corp. (a) (b)		12,246		29
HyreCar, Inc. (a)		3,210		1
Hyster-Yale Materials Handling, Inc.		641		16
Hyzon Motors, Inc. (a) (b)		9,003		14
IAA, Inc. (a)		15,027		601
Icahn Enterprises, LP		36,630		1,855
ICF International, Inc.		2,048		203
Ideal Power, Inc. (a)		590		6
Ideanomics, Inc. (a) (b)		60,766		10
IES Holdings, Inc. (a)		2,236		80
INNOVATE Corp. (a) (b)		5,519		10
Innovative Solutions & Support, Inc.		1,137		9
Insperity, Inc.		4,057		461
Insteel Industries, Inc.		2,103		58
Interface, Inc.		6,469		64
ITT, Inc.		9,292		754
Janus International Group, Inc. (a)		8,488		81
JELD-WEN Holding, Inc. (a)		8,989		87
JetBlue Airways Corp. (a)		36,755		238
Joby Aviation, Inc. (a) (b)		34,477		116
John Bean Technologies Corp.		3,544		324
Kadant, Inc.		1,310		233
Kaman Corp.		3,147		70
KAR Auction Services, Inc. (a)		12,883		168

See notes to financial statements.

50

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Karat Packaging, Inc.		653	$	9
KBR, Inc.		15,623		825
Kelly Services, Inc. Class A		3,808		64
Kennametal, Inc.		8,770		211
Kforce, Inc.		2,259		124
Kimball International, Inc. Class B		4,029		26
Kirby Corp. (a)		6,730		433
Knightscope, Inc. Class A (a) (b)		2,997		6
Knight-Swift Transportation Holdings, Inc.		16,958		889
Korn Ferry		5,937		301
Kratos Defense & Security Solutions, Inc. (a)		14,008		145
KULR Technology Group, Inc. (a) (b)		7,790		9
Landstar System, Inc.		4,093		667
Lawson Products, Inc. (a)		2,163		80
LB Foster Co. Class A (a)		1,116		11
Legalzoom.com, Inc. (a) (b)		8,612		67
Lennox International, Inc.		3,619		866
Lightning eMotors, Inc. (a)		3,963		1
Limbach Holdings, Inc. (a)		1,008		10
Lincoln Electric Holdings, Inc.		6,508		940
Lindsay Corp.		1,234		201
LSI Industries, Inc.		2,685		33
Lyft, Inc. Class A (a)		33,980		374
ManpowerGroup, Inc.		5,814		484
Markforged Holding Corp. (a)		9,644		11
Marten Transport Ltd.		6,528		129
MasTec, Inc. (a)		6,807		581
Mastech Digital, Inc. (a)		369		4
Masterbrand, Inc. (a)		14,676		111
Matrix Service Co. (a)		2,888		18
Matson, Inc.		4,336		271
Matthews International Corp. Class A		3,161		96
Maxar Technologies, Inc.		8,169		423
Mayville Engineering Co., Inc. (a)		1,095		14
McGrath RentCorp		2,711		268
MDU Resources Group, Inc.		22,156		672
Mercury Systems, Inc. (a)		6,349		284
Mesa Air Group, Inc. (a)		3,954		6
Microvast Holdings, Inc. (a)		14,078		22
Miller Industries, Inc.		1,244		33
MillerKnoll, Inc.		8,522		179
Mistras Group, Inc. (a)		2,030		10
Momentus, Inc. (a)		5,954		5
Montrose Environmental Group, Inc. (a)		2,931		130
Moog, Inc. Class A		3,221		283
MRC Global, Inc. (a)		9,014		104
MSA Safety, Inc.		4,130		596
MSC Industrial Direct Co., Inc.		5,210		426
Mueller Industries, Inc.		6,240		368
Mueller Water Products, Inc. Class A		17,423		187

See notes to financial statements.

51

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
MYR Group, Inc. (a)		1,853	$	171
National Presto Industries, Inc.		593		41
Nikola Corp. (a) (b)		36,412		79
Nl Industries, Inc.		942		6
NN, Inc. (a) (b)		4,781		7
Northwest Pipe Co. (a)		1,093		37
NOW, Inc. (a)		12,455		158
NuScale Power Corp. (a) (b)		2,363		24
nVent Electric PLC		18,517		712
Ocean Power Technologies, Inc. (a)		6,347		3
Odyssey Marine Exploration, Inc. (a)		1,902		7
Omega Flex, Inc.		378		35
Orbital Infrastructure Group, Inc. (a)		14,199		3
Orion Energy Systems, Inc. (a)		3,121		6
Orion Group Holdings, Inc. (a)		3,228		8
Oshkosh Corp.		7,345		648
Owens Corning		10,813		922
PAM Transportation Services, Inc.		733		19
Park Aerospace Corp.		2,252		30
Park-Ohio Holdings Corp.		975		12
Parsons Corp. (a)		11,636		538
Performant Financial Corp. (a)		6,786		25
Perma-Fix Environmental Services (a)		1,177		4
PGT Innovations, Inc. (a)		6,463		116
Pitney Bowes, Inc.		18,352		70
Planet Labs PBC (a) (b)		20,042		87
Plug Power, Inc. (a) (b)		58,453		723
Polar Power, Inc. (a)		813		1
Powell Industries, Inc.		1,016		36
Preformed Line Products Co.		314		26
Primoris Services Corp.		5,918		130
Proto Labs, Inc. (a)		3,090		79
Quad/Graphics, Inc. (a)		3,597		15
Quanex Building Products Corp.		3,685		87
Quest Resource Holding Corp. (a)		1,671		10
RBC Bearings, Inc. (a)		3,218		674
RCM Technologies, Inc. (a)		880		11
Red Violet, Inc. (a) (b)		965		22
Redwire Corp. (a)		2,082		4
Regal Rexnord Corp.		7,545		905
Resideo Technologies, Inc. (a)		16,369		269
Resources Connection, Inc.		3,569		66
REV Group, Inc.		3,501		44
Rocket Lab USA, Inc. (a)		28,212		106
Rush Enterprises, Inc. Class A		4,818		252
Rush Enterprises, Inc. Class B		467		26
RXO, Inc. (a)		12,795		220
Ryder System, Inc.		5,694		476
Saia, Inc. (a)		2,998		629
Sarcos Technology and Robotics Corp. (a) (b)		7,730		4

See notes to financial statements.

52

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Schneider National, Inc. Class B		6,037	$	141
Science Applications International Corp.		6,194		687
SES AI Corp. (a) (b)		20,486		65
Shoals Technologies Group, Inc. Class A (a)		11,892		293
Simpson Manufacturing Co., Inc.		4,850		430
SiteOne Landscape Supply, Inc. (a)		5,009		588
Skillsoft Corp. (a)		9,704		13
SkyWest, Inc. (a)		5,512		91
SP Plus Corp. (a)		2,197		76
Spire Global, Inc. (a) (b)		11,431		11
Spirit AeroSystems Holdings, Inc. Class A		11,813		350
Spirit Airlines, Inc.		12,230		238
SPX Technologies, Inc. (a)		4,926		323
Standex International Corp.		1,331		136
Steelcase, Inc. Class A		9,738		69
Stem, Inc. (a)		14,878		133
Stericycle, Inc. (a)		10,462		522
Sterling Check Corp. (a)		9,405		146
Sterling Infrastructure, Inc. (a)		3,267		107
Sun Country Airlines Holdings, Inc. (a)		3,761		60
SunPower Corp. (a)		9,682		175
Sunrun, Inc. (a)		23,350		561
Sunworks, Inc. (a) (b)		3,664		6
Symbotic, Inc. (a) (b)		1,179		14
Taylor Devices, Inc. (a)		338		5
Tennant Co.		2,089		129
Terex Corp.		7,464		319
Terran Orbital Corp. (a) (b)		9,857		16
Tetra Tech, Inc.		5,991		870
Textainer Group Holdings Ltd.		4,870		151
The AZEK Co., Inc. (a)		16,749		340
The Brink's Co.		5,254		282
The Eastern Co.		663		13
The GEO Group, Inc. (a)		13,379		147
The Gorman-Rupp Co.		2,548		65
The Greenbrier Cos., Inc.		3,551		119
The LS Starrett Co. Class A (a)		646		5
The Manitowoc Co., Inc. (a)		3,873		35
The Middleby Corp. (a)		5,810		778
The Shyft Group, Inc.		3,622		90
The Timken Co.		7,335		518
The Toro Co.		11,868		1,343
Thermon Group Holdings, Inc. (a)		3,723		75
Titan International, Inc. (a)		5,774		88
Titan Machinery, Inc. (a)		2,280		91
TPI Composites, Inc. (a)		4,666		47
TransUnion		21,847		1,240
Trex Co., Inc. (a)		12,389		524
TriNet Group, Inc. (a)		6,557		445
Trinity Industries, Inc.		9,214		272

See notes to financial statements.

53

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Triumph Group, Inc. (a)		7,226	$	76
TrueBlue, Inc. (a)		3,598		70
TuSimple Holdings, Inc. Class A (a)		13,425		22
Tutor Perini Corp. (a)		4,721		36
Twin Disc, Inc. (a)		1,189		12
Uber Technologies, Inc. (a)		213,470		5,279
UFP Industries, Inc.		6,784		538
U-Haul Holding Co.		11,416		628
U-Haul Holding Co.		890		54
Ultralife Corp. (a)		1,099		4
UniFirst Corp.		1,696		327
Univar Solutions, Inc. (a)		18,741		596
Universal Logistics Holdings, Inc.		716		24
Upwork, Inc. (a)		12,888		135
V2X, Inc. (a)		1,313		54
Valmont Industries, Inc.		2,375		785
Velo3D, Inc. (a) (b)		9,656		17
Veritiv Corp.		1,474		179
Vertiv Holdings Co.		34,661		473
Viad Corp. (a)		2,270		55
Vicor Corp. (a)		2,524		136
View, Inc. (a) (b)		15,924		15
Virgin Galactic Holdings, Inc. (a) (b)		22,315		78
Virgin Orbit Holdings, Inc. (a)		1,912		4
VirTra, Inc. (a)		1,173		5
VSE Corp.		1,191		56
Wabash National Corp.		5,345		121
Watsco, Inc.		3,731		931
Watts Water Technologies, Inc. Class A		3,068		449
Werner Enterprises, Inc.		6,190		249
WESCO International, Inc. (a)		4,958		621
Westwater Resources, Inc. (a)		5,252		4
Wheels Up Experience, Inc. (a)		18,590		19
Willdan Group, Inc. (a)		1,372		24
Williams Industrial Services Group, Inc. (a)		2,683		3
Willis Lease Finance Corp. (a)		215		13
WillScot Mobile Mini Holdings Corp. (a)		23,768		1,074
Woodward, Inc.		6,401		618
Xos, Inc. (a)		5,655		3
XPO, Inc. (a)		12,795		426
Yellow Corp. (a)		3,633		9
Zurn Elkay Water Solutions Corp.		16,743		354
				99,815
Information Technology (16.9%):
8x8, Inc. (a)		12,934		56
908 Devices, Inc. (a) (b)		2,546		19
A10 Networks, Inc.		6,916		115
ACI Worldwide, Inc. (a)		12,685		292
ACM Research, Inc. Class A (a)		5,042		39
Adeia, Inc.		11,471		109

See notes to financial statements.

54

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ADTRAN Holdings, Inc.		7,908	$	149
Advanced Energy Industries, Inc.		4,155		356
Aehr Test Systems (a) (b)		2,793		56
Aeva Technologies, Inc. (a)		12,112		16
AEye, Inc. (a)		11,752		6
Affirm Holdings, Inc. (a) (b)		22,347		216
Agilysys, Inc. (a)		2,699		214
Airgain, Inc. (a)		1,077		7
Airspan Networks Holdings, Inc. (a)		1,846		2
Akoustis Technologies, Inc. (a)		6,168		17
Alarm.com Holdings, Inc. (a)		5,363		265
Alkami Technology, Inc. (a) (b)		3,926		57
Allegro MicroSystems, Inc. (a)		7,381		222
Alpha & Omega Semiconductor Ltd. (a)		2,485		71
Altair Engineering, Inc. Class A (a)		5,806		264
Alteryx, Inc. Class A (a)		6,620		335
Ambarella, Inc. (a)		4,098		337
American Software, Inc. Class A		3,576		52
American Virtual Cloud Technologies, Inc. (a)		3,390		4
Amkor Technology, Inc.		6,113		147
Amplitude, Inc. Class A (a)		5,036		61
Amtech Systems, Inc. (a)		1,277		10
Appfolio, Inc. Class A (a)		2,038		215
Appian Corp. (a)		4,508		147
Applied Digital Corp. (a) (b)		7,487		14
Applied Optoelectronics, Inc. (a) (b)		2,880		5
AppLovin Corp. Class A (a) (b)		13,303		140
Arlo Technologies, Inc. (a)		9,548		34
Arrow Electronics, Inc. (a)		7,210		754
Arteris, Inc. (a)		1,780		8
Asana, Inc. Class A (a)		7,656		105
Aspen Technology, Inc. (a)		3,150		647
Astrotech Corp. (a) (b)		170		2
Asure Software, Inc. (a)		2,034		19
Atomera, Inc. (a) (b)		2,547		16
Autoscope Technologies Corp.		460		2
Avaya Holdings Corp. (a) (b)		8,086		2
AvePoint, Inc. (a)		12,204		50
Aviat Networks, Inc. (a)		1,204		38
Avid Technology, Inc. (a)		4,661		124
AvidXchange Holdings, Inc. (a)		14,389		143
Avnet, Inc.		10,637		442
Aware, Inc. (a)		1,794		3
Axcelis Technologies, Inc. (a)		3,637		289
AXT, Inc. (a)		4,594		20
Backblaze, Inc. Class A (a)		1,563		10
Badger Meter, Inc.		3,289		359
Bel Fuse, Inc. Class A		197		7
Bel Fuse, Inc. Class B		1,139		37
Belden, Inc.		4,841		348

See notes to financial statements.

55

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Benchmark Electronics, Inc.		3,871	$	103
Benefitfocus, Inc. (a)		3,186		33
Bentley Systems, Inc. Class B		22,302		824
BigCommerce Holdings, Inc. Class 1 (a)		6,829		60
Bill.com Holdings, Inc. (a)		11,185		1,219
BK Technologies Corp.		1,635		5
Black Knight, Inc. (a)		17,178		1,061
Blackbaud, Inc. (a)		4,634		273
Blackline, Inc. (a)		5,549		373
Blend Labs, Inc. Class A (a)		16,477		24
Block, Inc. (a)		59,497		3,739
BM Technologies, Inc. (a) (b)		972		5
Box, Inc. Class A (a)		15,506		483
Boxlight Corp. Class A (a)		7,435		2
Braze, Inc. Class A (a)		4,342		118
Brightcove, Inc. (a)		4,517		24
BSQUARE Corp. (a)		2,160		2
C3.ai, Inc. Class A (a)		9,174		103
CalAmp Corp. (a)		3,939		18
Calix, Inc. (a)		6,516		446
Cambium Networks Corp. (a)		1,285		28
Casa Systems, Inc. (a)		3,973		11
Cass Information Systems, Inc.		1,395		64
CCC Intelligent Solutions Holdings, Inc. (a) (b)		14,089		123
Cepton, Inc. (a)		4,592		6
Cerence, Inc. (a)		4,380		81
CEVA, Inc. (a)		2,558		65
Ciena Corp. (a)		16,645		849
Cipher Mining, Inc. (a)		4,495		3
Cirrus Logic, Inc. (a)		6,285		468
Clear Secure, Inc. Class A		6,745		185
Clearfield, Inc. (a)		1,313		124
ClearSign Technologies Corp. (a)		3,446		2
Clearwater Analytics Holdings, Inc. Class A (a)		5,891		110
Climb Global Solutions, Inc.		421		13
Cloudflare, Inc. Class A (a)		31,478		1,423
Coda Octopus Group, Inc. (a)		542		4
Cognex Corp.		19,089		899
Coherent Corp. (a)		14,556		511
Cohu, Inc. (a)		5,364		172
CommScope Holding Co., Inc. (a)		22,919		168
CommVault Systems, Inc. (a)		4,983		313
CompoSecure, Inc. (a)		1,073		5
Computer Task Group, Inc. (a)		1,568		12
Comtech Telecommunications Corp.		2,997		36
Concentrix Corp.		4,903		653
Conduent, Inc. (a)		22,287		90
Confluent, Inc. Class A (a)		15,062		335
Consensus Cloud Solutions, Inc. (a)		1,980		106
Corsair Gaming, Inc. (a)		4,349		59

See notes to financial statements.

56

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Couchbase, Inc. (a)		2,745	$	36
Coupa Software, Inc. (a)		8,531		675
CPI Card Group, Inc. (a) (b)		486		18
Crowdstrike Holdings, Inc. Class A (a)		23,894		2,516
CS Disco, Inc. (a)		2,077		13
CSG Systems International, Inc.		3,496		200
CSP, Inc.		383		4
CTS Corp.		3,508		138
CVD Equipment Corp. (a)		557		3
Cvent Holding Corp. (a) (b)		4,383		24
Cyxtera Technologies, Inc. (a) (b)		8,309		16
Daktronics, Inc. (a)		4,191		12
Data I/O Corp. (a)		870		3
Datadog, Inc. Class A (a)		29,045		2,135
Dave, Inc. (a) (b)		19,612		6
Dell Technologies, Inc. Class C		28,527		1,147
Diebold Nixdorf, Inc. (a)		8,255		12
Digi International, Inc. (a)		3,845		141
Digimarc Corp. (a)		1,541		28
Digital Ally, Inc. (a)		5,751		1
Digital Turbine, Inc. (a)		9,647		147
DigitalOcean Holdings, Inc. (a)		6,557		167
Diodes, Inc. (a)		5,007		381
DocuSign, Inc. (a)		22,331		1,238
Dolby Laboratories, Inc. Class A		6,920		488
Domo, Inc. Class B (a)		3,343		48
DoubleVerify Holdings, Inc. (a)		7,447		164
Dropbox, Inc. Class A (a)		29,680		664
Duck Creek Technologies, Inc. (a)		8,576		103
Dynatrace, Inc. (a)		21,849		837
DZS, Inc. (a)		2,420		31
E2open Parent Holdings, Inc. (a)		26,042		153
Eastman Kodak Co. (a) (b)		6,733		21
Ebix, Inc.		2,736		55
eGain Corp. (a)		2,465		22
eMagin Corp. (a)		8,180		7
Embark Technology, Inc. (a)		1,272		4
EMCORE Corp. (a)		3,921		4
Enfusion, Inc. Class A (a)		3,194		31
EngageSmart, Inc. (a)		2,254		40
Entegris, Inc.		16,737		1,098
Envestnet, Inc. (a)		5,951		367
ePlus, Inc. (a)		2,991		132
Euronet Worldwide, Inc. (a)		5,450		514
Everbridge, Inc. (a)		4,308		127
EverCommerce, Inc. (a)		3,092		23
Everspin Technologies, Inc. (a)		1,854		10
Evo Payments, Inc. Class A (a)		5,334		180
Evolv Technologies Holdings, Inc. (a)		6,708		17
Exela Technologies, Inc. (a) (b)		13,730		1

See notes to financial statements.

57

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
ExlService Holdings, Inc. (a)		3,602	$	610
Expensify, Inc. Class A (a)		4,260		38
Extreme Networks, Inc. (a)		14,588		267
Fair Isaac Corp. (a)		2,809		1,681
FARO Technologies, Inc. (a)		2,054		60
Fastly, Inc. Class A (a)		12,461		102
Five9, Inc. (a)		7,797		529
Flywire Corp. (a)		9,952		244
ForgeRock, Inc. Class A (a)		4,274		97
FormFactor, Inc. (a)		8,666		193
Frequency Electronics, Inc.		930		7
Freshworks, Inc. Class A (a) (b)		15,510		228
Genasys, Inc. (a)		3,364		12
Genpact Ltd.		19,158		887
Gitlab, Inc. Class A (a)		7,504		341
GlobalFoundries, Inc. (a) (b)		7,963		429
GoDaddy, Inc. Class A (a)		17,746		1,328
Grid Dynamics Holdings, Inc. (a)		5,220		59
Guidewire Software, Inc. (a)		9,512		595
Harmonic, Inc. (a)		11,566		152
HashiCorp., Inc. Class A (a)		7,950		217
HubSpot, Inc. (a)		5,177		1,497
I3 Verticals, Inc. Class A (a)		2,476		60
IBEX Ltd. (a)		439		11
Ichor Holdings Ltd. (a)		3,196		86
Identiv, Inc. (a)		2,447		18
Immersion Corp. (a)		3,613		25
Impinj, Inc. (a)		2,760		301
Infinera Corp. (a)		24,128		163
Informatica, Inc. Class A (a) (b)		12,375		202
Information Services Group, Inc.		3,631		17
Innodata, Inc. (a)		2,820		8
Inseego Corp. (a)		12,097		10
Insight Enterprises, Inc. (a)		3,903		391
Instructure Holdings, Inc. (a) (b)		1,611		38
Intapp, Inc. (a)		4,216		105
Intellicheck, Inc. (a)		2,041		4
Intelligent Systems Corp. (a)		651		19
InterDigital, Inc.		3,265		162
International Money Express, Inc. (a)		3,826		93
inTEST Corp. (a)		1,176		12
Intevac, Inc. (a)		2,391		15
Inuvo, Inc. (a)		11,726		3
IonQ, Inc. (a) (b)		14,469		50
IPG Photonics Corp.		3,647		345
IronNet, Inc. (a)		4,936		1
Issuer Direct Corp. (a)		299		7
Iteris, Inc. (a)		4,784		15
Itron, Inc. (a)		5,072		257
Jabil, Inc.		14,987		1,022

See notes to financial statements.

58

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Jamf Holding Corp. (a)		4,794	$	102
JFrog Ltd. (a)		6,199		132
Kaleyra, Inc. (a)		3,120		2
Kaltura, Inc. (a) (b)		5,808		10
Key Tronic Corp. (a)		1,136		5
Kimball Electronics, Inc. (a)		2,655		60
KnowBe4, Inc. Class A (a)		9,369		232
Knowles Corp. (a)		10,192		167
Kopin Corp. (a)		9,458		12
Kulicke & Soffa Industries, Inc.		6,393		283
KVH Industries, Inc. (a)		1,429		15
Kyndryl Holdings, Inc. (a)		22,905		255
Lantronix, Inc. (a)		3,190		14
Latch, Inc. (a)		11,505		8
Lattice Semiconductor Corp. (a)		15,429		1,001
LightPath Technologies, Inc. Class A (a)		2,578		3
Limelight Networks, Inc. (a)		14,712		17
Littelfuse, Inc.		2,753		606
LivePerson, Inc. (a)		7,917		80
LiveRamp Holdings, Inc. (a)		7,392		173
LiveVox Holdings, Inc. (a)		1,365		4
Lumentum Holdings, Inc. (a)		7,497		391
Luna Innovations, Inc. (a)		3,537		31
MACOM Technology Solutions Holdings, Inc. (a)		5,879		370
Manhattan Associates, Inc. (a)		7,047		856
Marathon Digital Holdings, Inc. (a) (b)		12,196		42
Marin Software, Inc. (a)		1,721		2
Marqeta, Inc. Class A (a)		44,512		272
Marvell Technology, Inc.		95,796		3,548
Matterport, Inc. (a) (b)		25,443		71
Maximus, Inc.		6,803		499
MaxLinear, Inc. (a)		8,179		278
MeridianLink, Inc. (a)		2,480		34
Meta Materials, Inc. (a) (b)		35,628		42
Methode Electronics, Inc.		3,943		175
MicroStrategy, Inc. (a) (b)		1,060		150
MicroVision, Inc. (a) (b)		18,598		44
MICT, Inc. (a) (b)		12,499		10
Mirion Technologies, Inc. (a) (b)		19,754		131
Mitek Systems, Inc. (a)		4,887		47
MKS Instruments, Inc.		6,565		556
Model N, Inc. (a)		3,994		162
Momentive Global, Inc. (a)		14,408		101
MoneyGram International, Inc. (a)		9,732		106
MongoDB, Inc. (a)		7,486		1,474
N-able, Inc. (a)		6,340		65
Napco Security Technologies, Inc. (a)		3,294		91
National Instruments Corp.		14,867		549
nCino, Inc. (a)		7,548		200
NCR Corp. (a)		14,760		346

See notes to financial statements.

59

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NETGEAR, Inc. (a)		3,098	$	56
Netlist, Inc. (a)		25,494		29
NetScout Systems, Inc. (a)		7,788		253
NetSol Technologies, Inc. (a)		1,047		3
New Relic, Inc. (a)		6,876		388
NextNav, Inc. (a)		3,260		10
nLight, Inc. (a)		4,862		49
Novanta, Inc. (a)		3,924		533
Nutanix, Inc. Class A (a)		25,201		656
NVE Corp.		537		35
Okta, Inc. (a)		16,717		1,142
Olo, Inc. Class A (a)		11,145		70
ON24, Inc. (a)		3,988		34
One Stop Systems, Inc. (a)		1,704		5
OneSpan, Inc. (a)		3,910		44
Onto Innovation, Inc. (a)		5,582		380
OSI Systems, Inc. (a)		1,747		139
PagerDuty, Inc. (a)		9,006		239
Palantir Technologies, Inc. Class A (a)		193,903		1,245
Palo Alto Networks, Inc. (a)		33,279		4,644
PAR Technology Corp. (a)		2,940		77
Paya Holdings, Inc. (a)		9,743		77
Paycor HCM, Inc. (a)		6,187		151
Paylocity Holding Corp. (a)		4,580		890
Paymentus Holdings, Inc. Class A (a)		1,751		14
Payoneer Global, Inc. (a)		23,198		127
Paysign, Inc. (a)		3,610		9
PC Connection, Inc.		477		22
PC-Telephone, Inc.		1,929		8
PDF Solutions, Inc. (a)		3,313		94
Pegasystems, Inc.		4,371		150
Peraso, Inc. (a)		1,533		1
Perficient, Inc. (a)		3,849		269
PFSweb, Inc.		1,902		12
Photronics, Inc. (a)		6,791		114
Pixelworks, Inc. (a)		5,796		10
Plexus Corp. (a)		3,082		317
Power Integrations, Inc.		6,360		456
Powerfleet, Inc. (a)		3,655		10
Priority Technology Holdings, Inc. (a)		1,393		7
Procore Technologies, Inc. (a)		12,732		601
Progress Software Corp.		4,834		244
PROS Holdings, Inc. (a)		4,576		111
Pure Storage, Inc. Class A (a)		31,244		836
Q2 Holdings, Inc. (a)		6,179		166
Qualtrics International, Inc. Class A (a)		10,506		109
Qualys, Inc. (a)		3,875		435
Quicklogic Corp. (a)		1,386		7
Rackspace Technology, Inc. (a)		5,736		17
Rambus, Inc. (a)		12,419		445

See notes to financial statements.

60

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Rapid7, Inc. (a)		6,462	$	220
Rekor Systems, Inc. (a) (b)		5,048		6
Remitly Global, Inc. (a)		9,726		111
Research Frontiers, Inc. (a)		3,273		6
RF Industries Ltd. (a)		911		5
Ribbon Communications, Inc. (a)		15,646		44
Richardson Electronics Ltd.		1,195		25
Rimini Street, Inc. (a)		5,266		20
RingCentral, Inc. Class A (a)		9,427		334
Riot Blockchain, Inc. (a) (b)		17,188		58
Rogers Corp. (a)		2,114		252
Rubicon Technologies, Inc. (a) (b)		3,160		6
Sabre Corp. (a)		34,267		212
Samsara, Inc. Class A (a)		8,546		106
Sanmina Corp. (a)		6,364		365
ScanSource, Inc. (a)		2,801		82
Seachange International, Inc. (a)		4,261		2
SecureWorks Corp. Class A (a)		1,155		7
SEMrush Holdings, Inc. Class A (a)		3,147		26
Semtech Corp. (a)		7,137		205
SentinelOne, Inc. Class A (a)		21,017		307
Shift4 Payments, Inc. Class A (a)		5,683		318
ShotSpotter, Inc. (a)		966		33
SigmaTron International, Inc. (a) (b)		586		2
Silicon Laboratories, Inc. (a)		3,806		516
SiTime Corp. (a)		1,764		179
SkyWater Technology, Inc. (a)		1,474		10
SMART Global Holdings, Inc. (a)		5,333		79
SmartRent, Inc. (a) (b)		15,533		38
Smartsheet, Inc. Class A (a)		14,081		554
Smith Micro Software, Inc. (a)		5,554		12
Snowflake, Inc. Class A (a)		31,233		4,483
SolarWinds Corp. (a)		4,200		39
Splunk, Inc. (a)		16,803		1,447
Sprinklr, Inc. Class A (a)		7,969		65
Sprout Social, Inc. Class A (a)		5,161		291
SPS Commerce, Inc. (a)		4,047		520
Squarespace, Inc. Class A (a)		3,832		85
SRAX, Inc. (a)		2,374		4
SS&C Technologies Holdings, Inc.		25,181		1,311
StarTek, Inc. (a)		1,236		5
Steel Connect, Inc. (a)		4,259		6
Sumo Logic, Inc. (a)		10,225		83
Synaptics, Inc. (a)		4,408		419
Synchronoss Technologies, Inc. (a)		8,382		5
TaskUS, Inc. Class A (a)		3,132		53
TD SYNNEX Corp.		4,786		453
Telos Corp. (a)		5,293		27
Tenable Holdings, Inc. (a)		12,037		459
Teradata Corp. (a)		11,317		381
Terawulf, Inc. (a)		5,390		4

See notes to financial statements.

61

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
TESSCO Technologies, Inc. (a)		580	$	3
The Glimpse Group, Inc. (a)		1,018		3
The Hackett Group, Inc.		2,913		59
The Western Union Co.		43,342		597
Thoughtworks Holding, Inc. (a)		9,534		97
Toast, Inc. Class A (a)		33,021		595
TransAct Technologies, Inc. (a)		1,080		7
TTEC Holdings, Inc.		2,143		95
TTM Technologies, Inc. (a)		10,670		161
Turtle Beach Corp. (a)		1,744		12
Twilio, Inc. Class A (a)		19,472		953
Ubiquiti, Inc.		480		131
UiPath, Inc. Class A (a)		41,354		526
Ultra Clean Holdings, Inc. (a)		5,001		166
Unisys Corp. (a)		7,462		38
Unity Software, Inc. (a) (b)		29,544		845
Universal Display Corp.		4,931		533
Upland Software, Inc. (a)		3,052		22
UserTesting, Inc. (a) (b)		4,412		33
Varonis Systems, Inc. (a)		12,098		290
Veeco Instruments, Inc. (a)		5,720		106
Velodyne Lidar, Inc. (a)		20,448		15
Verint Systems, Inc. (a)		7,253		263
Veritone, Inc. (a) (b)		3,568		19
Verra Mobility Corp. (a)		16,690		231
Vertex, Inc. Class A (a)		3,958		57
Viant Technology, Inc. Class A (a)		1,472		6
Viasat, Inc. (a)		8,146		258
Viavi Solutions, Inc. (a)		25,422		267
VirnetX Holding Corp. (a)		7,133		9
Vishay Intertechnology, Inc.		14,683		317
Vishay Precision Group, Inc. (a)		1,348		52
VMware, Inc. Class A (a)		25,445		3,124
Vontier Corp.		17,746		343
Weave Communications, Inc. (a) (b)		3,647		17
WEX, Inc. (a)		4,913		804
WidePoint Corp. (a)		882		2
Wireless Telecom Group, Inc. (a)		2,239		4
Wolfspeed, Inc. (a)		13,944		963
Workday, Inc. Class A (a)		22,584		3,779
Workiva, Inc. (a)		5,224		439
Xerox Holdings Corp.		16,597		242
Xperi, Inc. (a)		4,588		39
Yext, Inc. (a)		11,347		74
ZeroFox Holdings, Inc. (a)		9,791		49
Zeta Global Holdings Corp. Class A (a) (b)		14,195		116
Zoom Video Communications, Inc. Class A (a)		23,641		1,601
Zscaler, Inc. (a)		9,499		1,063
Zuora, Inc. Class A (a)		13,910		88
				113,879

See notes to financial statements.

62

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USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Materials (4.3%):
5E Advanced Materials, Inc. (a) (b)		4,369	$	34
Advanced Emissions Solutions, Inc. (a)		2,124		5
AdvanSix, Inc.		3,051		116
Alcoa Corp.		20,216		919
Alpha Metallurgical Resources, Inc.		1,671		245
American Vanguard Corp.		3,293		71
Amyris, Inc. (a) (b)		25,096		38
AptarGroup, Inc.		7,341		807
Arconic Corp. (a)		11,419		242
Arras Minerals Corp. (a)		4,451		1
Ascent Industries Co. (a)		1,048		9
Ashland, Inc.		6,144		661
ASP Isotopes, Inc. (a)		1,368		2
Aspen Aerogels, Inc. (a)		4,314		51
ATI, Inc. (a)		14,595		436
Avient Corp.		9,701		328
Axalta Coating Systems Ltd. (a)		25,030		638
Balchem Corp.		3,609		441
Berry Global Group, Inc.		14,198		858
Cabot Corp.		6,326		423
Carpenter Technology Corp.		5,373		198
Century Aluminum Co. (a)		5,703		47
Chase Corp.		795		69
Clearwater Paper Corp. (a)		1,824		69
Cleveland-Cliffs, Inc. (a)		57,535		927
Coeur Mining, Inc. (a)		31,239		105
Commercial Metals Co.		13,538		654
Compass Minerals International, Inc.		4,607		189
Core Molding Technologies, Inc. (a)		861		11
Crown Holdings, Inc.		13,476		1,108
Dakota Gold Corp. (a) (b)		5,965		18
Danimer Scientific, Inc. (a) (b)		9,990		18
Diversey Holdings Ltd. (a)		8,832		38
Eagle Materials, Inc.		4,234		562
Ecovyst, Inc. (a)		8,535		76
Element Solutions, Inc.		25,616		466
Flotek Industries, Inc. (a) (b)		7,911		9
Friedman Industries, Inc.		711		7
FutureFuel Corp.		2,881		23
Gatos Silver, Inc. (a)		5,257		21
Ginkgo Bioworks Holdings, Inc. (a) (b)		109,156		184
Glatfelter Corp.		4,929		14
Gold Resource Corp.		9,929		15
Golden Minerals Co. (a)		14,441		4
Graphic Packaging Holding Co.		34,587		770
Greif, Inc. Class A		2,790		187
Greif, Inc. Class B		125		10
H.B. Fuller Co.		5,672		406
Hawkins, Inc.		2,170		84

See notes to financial statements.

63

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USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Haynes International, Inc.		1,372	$	63
Hecla Mining Co.		66,110		368
Huntsman Corp.		21,487		590
Hycroft Mining Holding Corp. (a) (b)		17,906		10
Ingevity Corp. (a)		4,275		301
Innospec, Inc.		2,785		286
Intrepid Potash, Inc. (a)		1,050		30
Kaiser Aluminum Corp.		1,773		135
Koppers Holdings, Inc.		2,277		64
Kronos Worldwide, Inc.		2,490		23
Livent Corp. (a)		20,142		400
Louisiana-Pacific Corp.		8,216		486
LSB Industries, Inc. (a)		6,328		84
Materion Corp.		2,306		202
Mativ Holdings, Inc.		6,108		128
Minerals Technologies, Inc.		3,662		222
MP Materials Corp. (a)		15,313		372
Myers Industries, Inc.		4,097		91
NewMarket Corp.		739		230
Northern Technologies International Corp.		870		12
O-I Glass, Inc. (a)		17,319		287
Olin Corp.		16,308		863
Olympic Steel, Inc.		1,099		37
Origin Materials, Inc. (a)		11,624		54
Pactiv Evergreen, Inc.		4,438		50
Piedmont Lithium, Inc. (a)		1,937		85
PureCycle Technologies, Inc. (a) (b)		12,062		82
Quaker Chemical Corp.		1,567		262
Ramaco Resources, Inc.		2,752		24
Ranpak Holdings Corp. (a)		8,254		48
Rayonier Advanced Materials, Inc. (a)		6,970		67
Reliance Steel & Aluminum Co.		6,774		1,371
Royal Gold, Inc.		7,450		840
RPM International, Inc.		14,495		1,413
Ryerson Holding Corp.		2,271		69
Schnitzer Steel Industries, Inc.		2,907		89
Sensient Technologies Corp.		4,723		344
Silgan Holdings, Inc.		9,507		493
Sisecam Resources, LP		584		12
Solitario Zinc Corp. (a)		6,248		4
Sonoco Products Co.		10,956		665
Southern Copper Corp.		9,651		583
Stepan Co.		2,405		256
Summit Materials, Inc. Class A (a)		13,518		384
SunCoke Energy, Inc.		9,370		81
Sylvamo Corp.		4,257		207
The Chemours Co.		17,255		528
The Scotts Miracle-Gro Co.		4,527		220
TimkenSteel Corp. (a)		4,302		78
Tredegar Corp.		2,777		28

See notes to financial statements.

64

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
TriMas Corp.		4,719	$	131
Trinseo PLC		3,890		88
U.S. Antimony Corp. (a)		10,369		5
U.S. Gold Corp. (a)		834		4
United States Lime & Minerals, Inc.		232		33
United States Steel Corp.		26,654		668
Universal Stainless & Alloy Products, Inc. (a)		947		7
Valhi, Inc.		257		6
Valvoline, Inc.		20,090		656
Vista Gold Corp. (a)		12,870		6
Warrior Met Coal, Inc.		5,804		201
Westlake Chemical Partners, LP		2,358		55
Westlake Corp.		3,776		387
Worthington Industries, Inc.		3,429		170
				28,652
Real Estate (6.3%):
Acadia Realty Trust		10,666		153
Agree Realty Corp.		9,851		699
Alexander & Baldwin, Inc.		8,088		152
Alexander's, Inc.		243		53
Alpine Income Property Trust, Inc.		1,239		24
American Assets Trust, Inc.		5,496		146
American Finance Trust, Inc.		14,974		89
American Homes 4 Rent Class A		34,335		1,035
American Realty Investors, Inc. (a)		165		4
Americold Realty Trust, Inc.		30,571		865
AMREP Corp. (a)		322		4
Anywhere Real Estate, Inc. (a)		12,591		80
Apartment Income REIT Corp.		17,499		600
Apartment Investment and Management Co.		16,059		114
Apple Hospitality REIT, Inc.		24,158		381
Armada Hoffler Properties, Inc.		7,533		87
Ashford Hospitality Trust, Inc. (a)		3,876		17
Bluerock Homes Trust, Inc. (a)		339		7
Braemar Hotels & Resorts, Inc.		6,569		27
Brandywine Realty Trust		19,082		117
Brixmor Property Group, Inc.		33,670		763
Broadstone Net Lease, Inc.		19,254		312
BRT Apartments Corp.		1,306		26
CareTrust REIT, Inc.		10,792		201
CBL & Associates Properties, Inc. (b)		3,143		73
Centerspace		1,727		101
Chatham Lodging Trust		5,373		66
CIM Commercial Trust Corp.		1,239		6
Clipper Realty, Inc.		1,495		10
Community Healthcare Trust, Inc.		2,621		94
Compass, Inc. Class A (a)		28,937		67
CorEnergy Infrastructure Trust, Inc. (b)		1,624		3
Corporate Office Properties Trust		12,759		331
Cousins Properties, Inc.		17,015		430

See notes to financial statements.

65

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USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
CTO Realty Growth, Inc.		2,262	$	41
CubeSmart		25,219		1,015
DiamondRock Hospitality Co.		23,459		192
DigitalBridge Group, Inc.		18,229		199
Diversified Healthcare Trust		26,867		17
Doma Holdings, Inc. (a)		7,794		4
Douglas Elliman, Inc.		7,656		31
Douglas Emmett, Inc.		18,953		297
Easterly Government Properties, Inc.		9,895		141
EastGroup Properties, Inc.		4,895		725
Elme Communities		9,820		175
Empire State Realty Trust, Inc.		14,949		101
EPR Properties		8,428		318
Equity Commonwealth		12,246		306
Equity LifeStyle Properties, Inc.		20,062		1,296
Essential Properties Realty Trust, Inc.		15,867		372
eXp World Holdings, Inc. (b)		8,442		94
Farmland Partners, Inc.		5,699		71
Fathom Holdings, Inc. (a) (b)		910		4
First Industrial Realty Trust, Inc.		14,839		716
Five Point Holdings LLC Class A (a)		7,290		17
Forestar Group, Inc. (a)		2,033		31
Four Corners Property Trust, Inc.		9,153		237
Franklin Street Properties Corp.		11,131		30
FRP Holdings, Inc. (a)		676		36
Gaming and Leisure Properties, Inc.		27,669		1,441
Getty Realty Corp.		4,773		162
Gladstone Commercial Corp.		4,397		81
Gladstone Land Corp.		3,611		66
Global Medical REIT, Inc.		6,990		66
Global Net Lease, Inc.		11,768		148
Healthcare Realty Trust, Inc.		42,757		824
Hersha Hospitality Trust		3,775		32
Highwoods Properties, Inc.		11,818		331
Hudson Pacific Properties, Inc.		15,595		152
Independence Realty Trust, Inc.		24,951		421
Indus Realty Trust, Inc.		891		57
Industrial Logistics Properties Trust		7,277		24
Innovative Industrial Properties, Inc.		3,143		319
iStar, Inc.		9,302		71
JBG SMITH Properties		12,853		244
Jones Lang LaSalle, Inc. (a)		5,384		858
Kennedy-Wilson Holdings, Inc.		13,292		209
Kilroy Realty Corp.		12,999		503
Kite Realty Group Trust		24,619		518
Lamar Advertising Co. Class A		9,788		924
Life Storage, Inc.		9,481		934
LTC Properties, Inc.		4,505		160
LXP Industrial Trust		30,813		309
Marcus & Millichap, Inc.		2,812		97

See notes to financial statements.

66

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Medical Properties Trust, Inc.		67,302	$	750
National Health Investors, Inc.		4,815		251
National Retail Properties, Inc.		19,900		911
National Storage Affiliates Trust		9,685		350
NETSTREIT Corp.		6,735		123
New York City REIT, Inc. Class A		997		2
Newmark Group, Inc. Class A		16,477		131
NexPoint Residential Trust, Inc.		2,591		113
Offerpad Solutions, Inc. (a)		5,533		3
Office Properties Income Trust		5,279		70
Omega Healthcare Investors, Inc.		26,570		743
One Liberty Properties, Inc.		1,822		41
Opendoor Technologies, Inc. (a)		52,817		61
Orion Office REIT, Inc.		6,106		52
Outfront Media, Inc.		16,011		265
Paramount Group, Inc.		21,228		126
Park Hotels & Resorts, Inc.		25,008		295
Pebblebrook Hotel Trust		14,620		196
Phillips Edison & Co., Inc.		13,245		422
Physicians Realty Trust		25,172		364
Piedmont Office Realty Trust, Inc. Class A		13,864		127
Plymouth Industrial REIT, Inc.		4,509		86
Postal Realty Trust, Inc. Class A		1,983		29
PotlatchDeltic Corp.		8,885		391
Rafael Holdings, Inc. Class B (a) (b) (e)		1,272		2
Rayonier, Inc.		16,452		542
RE/MAX Holdings, Inc.		2,024		38
Redfin Corp. (a)		11,939		51
Retail Opportunity Investments Corp.		13,710		206
Rexford Industrial Realty, Inc.		19,415		1,061
RLJ Lodging Trust		18,101		192
RPT Realty		9,473		95
Ryman Hospitality Properties, Inc.		6,072		497
Sabra Health Care REIT, Inc.		25,689		319
Safehold, Inc.		2,184		63
Saul Centers, Inc.		1,491		61
Seritage Growth Properties Class A (a) (b)		4,070		48
Service Properties Trust		18,367		134
SITE Centers Corp.		20,891		285
SL Green Realty Corp.		7,298		246
Sotherly Hotels, Inc. (a)		1,735		3
Spirit Realty Capital, Inc.		15,319		612
STAG Industrial, Inc.		20,340		657
STORE Capital Corp.		31,762		1,018
Summit Hotel Properties, Inc.		11,768		85
Sun Communities, Inc.		13,716		1,961
Sunstone Hotel Investors, Inc.		23,614		228
Tanger Factory Outlet Centers, Inc.		11,490		206
Tejon Ranch Co. (a)		2,796		53
Terreno Realty Corp.		8,317		473

See notes to financial statements.

67

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USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
The Howard Hughes Corp. (a)		5,608	$	429
The InterGroup Corp. (a)		79		4
The Macerich Co.		24,132		272
The RMR Group, Inc. Class A		1,601		45
The St. Joe Co.		6,485		251
UMH Properties, Inc.		5,624		91
Uniti Group, Inc.		26,118		144
Universal Health Realty Income Trust		1,441		69
Urban Edge Properties		12,929		182
Urstadt Biddle Properties, Inc.		291		5
Urstadt Biddle Properties, Inc. Class A		3,320		63
Veris Residential, Inc. (a)		10,130		161
WeWork, Inc. Class A (a) (b)		24,152		35
Whitestone REIT		5,211		50
WP Carey, Inc.		21,675		1,694
Xenia Hotels & Resorts, Inc.		12,848		169
Zillow Group, Inc. Class A (a)		6,492		203
Zillow Group, Inc. Class C (a)		17,975		579
				42,038
Utilities (2.3%):
ALLETE, Inc.		6,412		414
Altus Power, Inc. (a) (b)		6,673		43
American States Water Co.		4,152		384
Artesian Resources Corp. Class A		935		55
Avangrid, Inc.		7,898		339
Avista Corp.		8,200		364
Black Hills Corp.		7,312		514
Cadiz, Inc. (a)		3,738		9
California Water Service Group		6,107		370
Chesapeake Utilities Corp.		1,953		231
Clearway Energy, Inc. Class A		3,652		109
Clearway Energy, Inc. Class C		9,142		291
Essential Utilities, Inc.		29,754		1,420
Genie Energy Ltd. Class B		1,821		19
Global Water Resources, Inc.		1,029		14
Hawaiian Electric Industries, Inc.		12,295		515
IDACORP, Inc.		5,681		613
MGE Energy, Inc.		4,104		289
Middlesex Water Co.		1,959		154
Montauk Renewables, Inc. (a)		4,889		54
National Fuel Gas Co.		9,967		631
New Jersey Resources Corp.		10,921		542
NextEra Energy Partners, LP		9,332		654
Northwest Natural Holding Co.		3,912		186
NorthWestern Corp.		6,309		374
OGE Energy Corp.		22,721		899
ONE Gas, Inc.		6,021		456
Ormat Technologies, Inc.		6,348		549
Otter Tail Corp.		4,252		250
PNM Resources, Inc.		9,644		471

See notes to financial statements.

68

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Portland General Electric Co.		10,027	$	491
Pure Cycle Corp. (a)		2,613		27
RGC Resources, Inc.		879		19
SJW Group		3,021		245
South Jersey Industries, Inc.		13,760		489
Southwest Gas Holdings, Inc.		7,529		466
Spire, Inc.		5,779		398
Star Group, LP		3,546		43
Suburban Propane Partners, LP		6,845		104
Sunnova Energy International, Inc. (a)		11,191		202
The York Water Co.		1,603		72
UGI Corp.		23,526		872
Unitil Corp.		1,783		92
Via Renewables, Inc.		1,368		7
Vistra Corp.		45,362		1,052
				15,792
Total Common Stocks (Cost $478,739)				667,786
Preferred Stocks (0.0%) (f)
Communication Services (0.0%):
SRAX, Inc. (a) (d) (e)		3,374		—	(g)
Total Preferred Stocks (Cost $—) (g)				—	(g)
Rights (0.0%) (f)
Health Care (0.0%):
Achillion Pharmaceuticals (a) (d) (e)		22,837		5
Akouos, Inc. (a) (d) (e)		2,413		2
Applied Genetics (a) (d) (e)		7,439		1
Epizyme, Inc. (a) (d) (e)		15,309		—	(g)
Flexion Therapeutics, Inc. (a) (b) (d) (e)		6,526		—	(g)
F-Star Therapeutics (a) (d) (e)		1,298		—
Gemini Therapeutics (a) (d) (e)		2,307		—
Miragen Therapeutics, Inc. (a) (d) (e)		7,890		—
Ocuphire Pharma (a) (d) (e)		168		—	(g)
Palisade Bio, Inc. (a) (d) (e)		2,758		1
Prevail Therapeutics, Inc. (a) (d) (e)		4,938		2
Progenics Pharmaceuticals, Inc. (a) (d) (e)		10,103		3
Tetraphase Pharmaceutical (a) (d) (e)		1,178		—	(g)
Unum Therapeutics, Inc. (a) (d) (e)		2,673		—
Xeris Biopharma Holdings, Inc. (a) (d) (e)		8,140		1
Zogenix, Inc. (a) (d) (e)		6,844		5
				20
Industrials (0.0%):
Communications Systems I (d) (e)		259		—
Information Technology (0.0%):
Zagg, Inc. (d) (e)		4,570		—	(g)
Total Rights (Cost $7)				20

See notes to financial statements.

69

USAA Mutual Funds Trust
USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Warrants (0.0%) (f)
Health Care (0.0%):
Galectin Therapeutics, Inc. Class B (a) (d) (e)		7,552	$	—
Industrials (0.0%):
Triumph Group, Inc. (a)		2,192		1
Total Warrants (Cost $—)				1
Mutual Funds (0.0%) (f)
180 Degree Capital Corp. (a)		1,071		6
OFS Credit Co., Inc.		857		7
Total Mutual Funds (Cost $16)				13
Collateral for Securities Loaned (3.0%)^
Goldman Sachs Financial Square Government Fund Institutional Shares, 4.14% (h)		5,104,720		5,105
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (h)		5,104,720		5,104
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (h)		5,104,720		5,105
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (h)		5,104,720		5,105
Total Collateral for Securities Loaned (Cost $20,419)				20,419
Total Investments (Cost $499,181) — 102.4%				688,239
Liabilities in excess of other assets — (2.4)%				(16,313	)
NET ASSETS — 100.00%			$	671,926

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

(c)  Affiliated security. (See Note 8 in the Notes to Financial Statements)

(d)    Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.01% of net assets as of December 31, 2022. This security is classified as Level 3 within the fair value hierarchy. (See Note 2 in the Notes to Financial Statements)

(e)    The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. At December 31, 2022, illiquid securities were 0.01% of the Fund's net assets.

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

(g)  Rounds to less than $1 thousand.

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

LLC — Limited Liability Company

LP — Limited Partnership

See notes to financial statements.

70

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USAA Extended Market Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Futures Contracts Purchased
(Amounts not in thousands)
	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
E-Mini Russell 2000 Index Futures		42	3/17/23	$	3,734,859	$	3,718,890	$	(15,969	)
Total unrealized appreciation								$	—
Total unrealized depreciation									(15,969	)
Total net unrealized appreciation (depreciation)								$	(15,969	)

See notes to financial statements.

71

USAA Mutual Funds Trust Statement of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)

	USAA Extended Market Index Fund
Assets:
Affiliated investments, at value (Cost $82)	$	90
Unaffiliated investments, at value (Cost $499,099)		688,149	(a)
Cash		2,350
Deposit with broker for futures contracts		1,366
Receivables:
Interest and dividends		936
Capital shares issued		170
Variation margin on open futures contracts		1
Prepaid expenses		12
Total Assets		693,074
Liabilities:
Payables:
Collateral received on loaned securities		20,419
Capital shares redeemed		470
Variation margin on open futures contracts		16
Accrued expenses and other payables:
Investment advisory fees		59
Administration fees		88
Custodian fees		5
Transfer agent fees		42
Compliance fees		1
Trustees' fees		—	(b)
Other accrued expenses		48
Total Liabilities		21,148
Net Assets:
Capital		492,275
Total accumulated earnings/(loss)		179,651
Net Assets	$	671,926
Shares (unlimited number of shares authorized with no par value):		38,780
Net asset value, offering and redemption price per share: (c)	$	17.33

(a)  Includes $19,136 thousand 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.

72

USAA Mutual Funds Trust Statement of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)  

	USAA Extended Market Index Fund
Investment Income:
Dividends from affiliated investments	$	2
Dividends from unaffiliated investments		10,572
Interest from unaffiliated investments		50
Securities lending (net of fees)		1,385
Foreign tax withholding		(4	)
Total Income		12,005
Expenses:
Investment advisory fees		770
Administration fees		1,156
Sub-Administration fees		29
Custodian fees		36
Transfer agent fees		517
Trustees' fees		47
Compliance fees		7
Legal and audit fees		66
State registration and filing fees		29
Interfund lending fees		—	(a)
Other expenses		134
Total Expenses		2,791
Net Investment Income (Loss)		9,214
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from affiliated investment securities		1
Net realized gains (losses) from unaffiliated investment securities		32,015
Net realized gains (losses) from futures contracts		(520	)
Net change in unrealized appreciation/depreciation on affiliated investment securities		(19	)
Net change in unrealized appreciation/depreciation on unaffiliated investment securities		(268,439	)
Net change in unrealized appreciation/depreciation on futures contracts		(438	)
Net realized/unrealized gains (losses) on investments		(237,400	)
Change in net assets resulting from operations	$	(228,186	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

73

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Extended Market Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	9,214		$	7,676
Net realized gains (losses)		31,496			84,431
Net change in unrealized appreciation/depreciation		(268,896	)		47,480
Change in net assets resulting from operations		(228,186	)		139,587
Change in net assets resulting from distributions to shareholders		(55,787	)		(150,843	)
Change in net assets resulting from capital transactions		(14,006	)		75,050
Change in net assets		(297,979	)		63,794
Net Assets:
Beginning of period		969,905			906,111
End of period	$	671,926		$	969,905
Capital Transactions:
Proceeds from shares issued	$	33,788		$	86,369
Distributions reinvested		54,118			146,754
Cost of shares redeemed		(101,912	)		(158,073	)
Change in net assets resulting from capital transactions	$	(14,006	)	$	75,050
Share Transactions:
Issued		1,626			3,073
Reinvested		2,987			6,095
Redeemed		(5,027	)		(5,646	)
Change in Shares		(414	)		3,522

See notes to financial statements.

74

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Extended Market Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	24.75		$	25.40		$	20.01		$	16.14		$	18.98
Investment Activities:
Net investment income (loss)		0.24	(a)		0.22	(a)		0.18	(a)		0.20	(a)		0.17
Net realized and unrealized gains (losses)		(6.14	)		3.58			6.05			4.31			(1.96	)
Total from Investment Activities		(5.90	)		3.80			6.23			4.51			(1.79	)
Distributions to Shareholders From:
Net investment income		(0.25	)		(0.23	)		(0.21	)		(0.26	)		(0.17	)
Net realized gains from investments		(1.27	)		(4.22	)		(0.63	)		(0.38	)		(0.88	)
Total Distributions		(1.52	)		(4.45	)		(0.84	)		(0.64	)		(1.05	)
Net Asset Value, End of Period	$	17.33		$	24.75		$	25.40		$	20.01		$	16.14
Total Return (b)		(24.03	)%		15.61	%		31.20	%		27.94	%		(9.70	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.36	%		0.34	%		0.38	%		0.41	%		0.43	%(e)
Net Investment Income (Loss)		1.20	%		0.77	%		0.91	%		1.06	%		0.90	%(e)
Gross Expenses (d)		0.36	%		0.34	%		0.38	%		0.41	%		0.43	%(e)
Supplemental Data:
Net Assets at end of period (000's)	$	671,926		$	969,905		$	906,111		$	788,664		$	656,406
Portfolio Turnover		21	%		24	%		31	%		24	%		12	%(f)

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

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

(c)  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 the Note 4 of the accompanying Notes to the Financial statements.

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

(e)  Prior to February 24, 2018, the Fund was a feeder fund in a master-feeder structure investing in Master Extended Market Index Series ("the Series") before converting to a stand-alone fund. Expenses include expenses allocated to the Fund by the Series prior to the conversion.

(f)  Reflects the period of February 24, 2018 to December 31, 2018, after the Fund converted to a stand-alone fund.

See notes to financial statements.

75

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 Extended Market Index Fund (the "Fund"). The Fund is classified as diversified under the 1940 Act.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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 (unadjusted) in active markets for identical securities

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

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

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

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the 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

76

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

	Level 1			Level 2		Level 3			Total
Common Stocks	$	667,764		$	—	$	22		$	667,786
Preferred Stocks		—			—		—	(a)		—
Rights		—			—		20			20
Warrants		1			—		—			1
Mutual Funds		13			—		—			13
Collateral for Securities Loaned		20,419			—		—			20,419
Total	$	688,197		$	—	$	42		$	688,239
Other Financial Investments*
Liabilities:
Futures Contracts	$	(16	)	$	—	$	—		$	(16	)
Total	$	(16	)	$	—	$	—		$	(16	)

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

(a)  Amount is less than $1 thousand.

As of December 31, 2022, there were no transfers into/out of Level 3.

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.

77

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended December 31, 2022, 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 December 31, 2022 (amounts in thousands):

	Liabilities
	Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	16

*  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.

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2022 (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	$	(520	)	$	(438	)

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	19,136	$	—	$	20,419

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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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:

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

For the year ended December 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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 an affiliated trust based upon net assets or another appropriate basis.

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	160,127	$	214,007

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.10% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended December 31, 2022, 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 December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

daily and paid monthly at an annualized rate of 0.15%, which is based on the Fund's average daily net assets. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the 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 December 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Compliance 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 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. Amounts incurred and paid to VCTA for the year ended December 31, 2022, 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.

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 December 31, 2022, 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 December 31, 2022, the expense limit (excluding voluntary waivers) was 0.43%.

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 (thirty-six (36) months)

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. As of December 31, 2022, 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 December 31, 2022.

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

5. Risks:

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

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

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. 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 may last for extended periods.

Small-Capitalization and Mid-Capitalization Stock Risk — The Fund invests in small- and mid-capitalization companies, which may be more vulnerable than larger companies to adverse business or economic conditions. Securities of small- and mid-capitalization companies may be less liquid and more volatile than securities of larger companies or the market in general and, therefore, may involve greater risk than investing in securities of larger companies.

Derivatives Risk — The Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETFs, or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the 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 December 31, 2022.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the year ended December 31, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at December 31, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	1,449		1		0.58	%	$	1,449

*  For the year ended December 31, 2022, based on the number of days borrowings were outstanding.

7. 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

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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 December 31, 2022, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows (amounts in thousands):

Total Accumulated Earnings/(Loss)			Capital
$	(1,352	)	$	1,352

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 December 31, 2022								Year Ended December 31, 2021
Distributions paid from								Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	9,315	$	46,472	$	55,787	$	55,787	$	13,860	$	136,983	$	150,843	$	150,843

As of December 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Qualified Late-Year Losses*			Unrealized Appreciation (Depreciation)**		Total Accumulated Earnings (Loss)
$	(23	)	$	179,674	$	179,651

*  Qualified late-year losses are comprised of certain late-year ordinary losses. Late-year ordinary losses represent ordinary losses incurred after December 31 and specified losses incurred after October 31. These losses are deemed to arise on the first day of the Fund's next taxable year.

**  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, passive foreign investment companies, REIT adjustments and derivatives.

As of December 31, 2022, the Fund had no capital loss carryforwards for federal income tax purposes.

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	508,565	$	276,772	$	(97,098	)	$	179,674

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8. Affiliated Securities:

An affiliated security is a security in which a Fund has ownership of at least 5% of the security's outstanding voting shares, an investment company managed by VCM, or an issuer under common control with a Fund or VCM as of the year ended December 31, 2022. The Fund does not invest in affiliated securities for the purpose of exercising management or control. These securities are noted as affiliated on a Fund's Schedule of Portfolio Investments.

Section 12(d)(3) of the 1940 Act, and Rule 12d3-1(c) under the 1940 Act, generally prohibit a fund from purchasing the securities issued by, among other entities, a fund's investment adviser. When a fund's investment objective is to track the performance of an unaffiliated index by investing in the stocks that comprise that index, the staff of the SEC has taken the position that, subject to certain conditions, the fund may establish and maintain a position in the common stock of an affiliate of the fund's investment adviser in an amount approximately in proportion to the percentage that the stock is represented in the index. In seeking to provide investment results that closely correspond to its respective unaffiliated index, one or more Funds may hold the securities of Victory Capital Holdings, Inc., the parent company of VCM and other Fund service providers.

Transactions in affiliated securities during the year ended December 31, 2022, were as follows (amounts in thousands):

	Fair Value 12/31/2021		Purchases at Cost		Proceeds from Sales			Net Realized Gains (Losses)		Capital Gain Distributions		Net Change in Unrealized Appreciation/ Depreciation			Fair Value 12/31/2022		Dividend Income
Victory Capial Holdings Inc.	$	65	$	45	$	(2	)	$	1	$	—	$	(19	)	$	90	$	2

9. Subsequent Event

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA Extended Market Index Fund	Victory Extended Market Index Fund

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Extended Market Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Extended Market Index Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2022, 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 (one of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, 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 December 31, 2022, by correspondence with the custodian and brokers. 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
February 28, 2023

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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 eight Trustees, seven of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

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Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

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Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

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Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

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Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

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Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

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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 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 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 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 July 1, 2022, through December 31, 2022.

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

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

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

Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22-12/31/22*		Hypothetical Expenses Paid During Period 7/1/22-12/31/22*		Annualized Expense Ratio During Period 7/1/22-12/31/22
$	1,000.00	$	1,026.30	$	1,023.34	$	1.89	$	1.89		0.37	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended December 31, 2022, 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 2023.

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 December 31, 2022 (amounts in thousands):

Dividend Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Long-Term Capital Gain Distributions
	78	%		80	%	$	47,888

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Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Extended Market Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 8-9, 2022 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 21, 2022.

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. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

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

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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 program, (iv) derivatives risk management program, and (v) cybersecurity program, 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 net management fee rate, which includes advisory and administrative services, was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses were below the median of its expense group and its expense universe. 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. The Board also noted the high level of correlation between the Fund and its benchmark index and the relatively low tracking error between the Fund and its benchmark index, and noted that it reviews such information on a periodic basis.

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 June 30, 2022, was below the average of its performance universe and its Lipper index for the five-year period ended June 30, 2022, and was above the average of its performance universe and below its Lipper index for the ten-year period ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including, the reasons for the Fund's underperformance for certain periods, the Fund's more recent improved performance, and the extent to which the Fund met its investment objective of seeking to track its designated index.

96

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (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. 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 took into account management's discussion of the Fund's current advisory fee structure. 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 and in view of the Fund's investment objective of seeking to track its designated index; (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 its affiliates 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.

97

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

37733-0223

DECEMBER 31, 2022

Annual Report

USAA Nasdaq-100 Index Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Manager's 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	12
Statement of Operations	13
Statements of Changes in Net Assets	14
Financial Highlights	17
Notes to Financial Statements	22
Report of Independent Registered Public Accounting Firm	33
Supplemental Information (Unaudited)	34
Trustee and Officer Information	34
Proxy Voting and Portfolio Holdings Information	40
Expense Examples	40
Additional Federal Income Tax Information	41
Advisory Contract Approval	42
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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA Nasdaq-100 Index Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions over the reporting period?

At the beginning of the reporting period, the Russian invasion of Ukraine in February of 2022 added significant volatility to both equity and bond markets that were already concerned with elevated levels of inflation, a hawkish U.S. Federal Reserve (the "Fed"), and rising interest rates. In the first quarter of 2022, the combination of widening credit spreads and rising interest rates led to the worst quarter for the Bloomberg US Aggregate Bond Index in 40 years. Equity markets did not fare any better as the bellwether S&P 500^® Index also posted a negative return during the quarter. With the Fed now embarking on a tightening cycle, the markets remained focused on the Fed and whether it can engineer a soft landing amidst the highest inflation readings in 40 years.

The second quarter of 2022 saw continued pressure on stocks and bonds. The Fed's hawkish pivot, which started in the fourth quarter of 2021 continued to put pressure on equity multiples, especially for long-duration growth stocks. With inflation readings hitting four-decade highs, the Fed now faced an increasingly difficult task of implementing policy strong enough to tame inflation and provide a "soft landing" for the economy, while not being too aggressive and tilting the economy into recession. This risk contributed to the heightened stock market volatility, in addition to mounting COVID-19 related lockdowns in China, rising oil prices, and the ongoing conflict between Russia and the Ukraine.

In the third quarter, global equities declined, continuing the downward trend from the first half of 2022. The quarter began with a rally that continued into mid-August, on hopes that the Fed would pivot toward a more accommodative policy. However, messaging from the Fed Chairman, Jerome Powell, and a stronger-than-expected inflation report in early September dampened investor optimism over the central bank's trajectory and the odds of avoiding a recession. The Fed went on to hike rates aggressively by 75 basis points ("bps") twice during the quarter, bringing the benchmark fed funds rate target to a range of 3.0% to 3.25%, as compared to 0% to 0.25% at the beginning of the year. (A basis point is 1/100th of a percentage point.) For its part, the European Central Bank raised its reference rate by 50 bps in July, followed by another 75 bps in September. Other factors that weighed on sentiment during the quarter included the ongoing Russia-Ukraine war, an energy crisis in Europe, and the resumption of COVID-19 lockdowns in China.

Global Equities rebounded in the fourth quarter, trimming full year losses. Gains in October and November were sparked by signs of peaking inflation alongside less hawkish commentary from the Fed Chairman Powell raising hope that the central bank would end its interest rate hiking cycle sometime in early 2023. Indeed, both the Fed and the European Central Bank raised their benchmark overnight lending rates by a more modest 50 bps in mid-December. Also supporting sentiment, the Chinese government began to ease their zero-COVID-19 policy that had weighed on global economic growth for much of 2022. However, stocks retreated into year-end as investors shifted their focus to the potential impact higher rates might have on economic growth and corporate earnings in the coming year.

4

USAA Nasdaq-100 Index Fund

Manager's Commentary (continued)

•  How did the USAA Nasdaq-100 Index Fund (the "Fund") perform during the reporting period?

The Fund has five share classes: Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares. The Fund closely tracked its benchmark, the broad-based Nasdaq-100 Index (the "Index"), during the reporting period ended December 31, 2022. The Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares had total returns of -32.69%, -32.70%, -32.87%, -33.37%, and -32.62%, respectively. This compares to the total return of -32.38% for the Index. The Index represents 100 of the largest nonfinancial companies listed on The Nasdaq Stock Market^® and is not available for direct investment.

•  Please describe sector performance during the reporting period.

During the year, the Fund had a negative absolute return. The three largest sectors, information technology, communication services, and consumer discretionary, which account for nearly 80% of the Fund, were negative. The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

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

5

USAA Nasdaq-100 Index Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares			Institutional Shares			Class A						Class C						R6 Shares
INCEPTION DATE	10/27/00			6/29/20			6/29/20						6/29/20						3/1/17
	Net Asset Value			Net Asset Value			Net Asset Value			Maximum Offering Price			Net Asset Value			Contingent Deferred Charges			Net Asset Value			Nasdaq-100 Index1			Russell 1000® Growth Index2
One Year		–32.69	%		–32.70	%		–32.87	%		–34.38	%		–33.37	%		–34.02	%		–32.62	%		–32.38	%		–29.14	%
Five Year		11.87	%		N/A			N/A			N/A			N/A			N/A			11.99	%		12.36	%		10.96	%
Ten Year		15.85	%		N/A			N/A			N/A			N/A			N/A			N/A			16.45	%		14.10	%
Since Inception		N/A			4.14	%		3.88	%		2.95	%		3.11	%		3.11	%		13.57	%		N/A			N/A

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

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

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

USAA Nasdaq-100 Index Fund — Growth of $10,000

¹The Nasdaq-100 Index is an unmanaged index composed of 100 of the largest nonfinancial domestic and international companies listed on The Nasdaq Stock Market based on market capitalization. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Russell 1000^® Growth Index is an unmanaged index that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Nasdaq-100 Index. The Nasdaq-100 Index (the "Index") represents 100 of the largest nonfinancial stocks traded on The Nasdaq Stock Market^®.

Sector Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

7

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Common Stocks (99.5%)
Communication Services (16.0%):
Activision Blizzard, Inc.		255,423	$	19,553
Alphabet, Inc. Class A (a)		1,531,548		135,129
Alphabet, Inc. Class C (a)		1,531,077		135,853
Charter Communications, Inc. Class A (a)		50,806		17,228
Comcast Corp. Class A		1,407,934		49,235
Electronic Arts, Inc.		90,103		11,009
Meta Platforms, Inc. Class A (a)		733,892		88,317
Netflix, Inc. (a)		145,240		42,828
Sirius XM Holdings, Inc. (b)		1,269,415		7,413
T-Mobile U.S., Inc. (a)		406,050		56,847
Warner Bros Discovery, Inc. (a)		792,547		7,513
				570,925
Communications Equipment (1.8%):
Cisco Systems, Inc.		1,340,748		63,873
Consumer Discretionary (14.2%):
Airbnb, Inc. Class A (a)		129,974		11,113
Amazon.com, Inc. (a)		2,566,466		215,583
Booking Holdings, Inc. (a)		12,660		25,513
Dollar Tree, Inc. (a)		72,187		10,210
eBay, Inc.		177,106		7,345
JD.com, Inc., ADR		158,547		8,899
Lucid Group, Inc. (a) (b)		548,437		3,746
Lululemon Athletica, Inc. (a)		39,916		12,788
Marriott International, Inc. Class A		103,308		15,382
MercadoLibre, Inc. (a)		16,415		13,891
O'Reilly Automotive, Inc. (a)		20,423		17,238
Pinduoduo, Inc., ADR (a)		152,765		12,458
Rivian Automotive, Inc. Class A (a)		298,015		5,492
Ross Stores, Inc.		113,270		13,147
Starbucks Corp.		374,604		37,161
Tesla, Inc. (a)		794,407		97,855
				507,821
Consumer Staples (6.6%):
Costco Wholesale Corp.		144,451		65,942
Keurig Dr Pepper, Inc.		462,217		16,483
Mondelez International, Inc. Class A		445,692		29,705
Monster Beverage Corp. (a)		170,280		17,288
PepsiCo, Inc.		449,638		81,232
The Kraft Heinz Co.		399,776		16,275
Walgreens Boots Alliance, Inc.		282,246		10,545
				237,470
Energy (0.5%):
Baker Hughes Co.		326,846		9,652
Diamondback Energy, Inc.		57,440		7,856
				17,508

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Health Care (7.2%):
Align Technology, Inc. (a)		25,493	$	5,376
Amgen, Inc.		174,142		45,737
AstraZeneca PLC, ADR		199,383		13,518
Biogen, Inc. (a)		46,997		13,014
Dexcom, Inc. (a)		126,062		14,275
Gilead Sciences, Inc.		409,343		35,142
IDEXX Laboratories, Inc. (a)		27,029		11,027
Illumina, Inc. (a)		51,337		10,380
Intuitive Surgical, Inc. (a)		115,333		30,604
Moderna, Inc. (a)		125,384		22,522
Regeneron Pharmaceuticals, Inc. (a)		34,949		25,215
Seagen, Inc. (a)		60,595		7,787
Vertex Pharmaceuticals, Inc. (a)		83,776		24,193
				258,790
Industrials (4.0%):
Cintas Corp.		33,141		14,967
Copart, Inc. (a)		155,448		9,465
CoStar Group, Inc. (a)		132,730		10,257
CSX Corp.		686,156		21,257
Fastenal Co.		186,930		8,846
Honeywell International, Inc.		219,424		47,023
Old Dominion Freight Line, Inc.		36,058		10,233
PACCAR, Inc.		113,500		11,233
Verisk Analytics, Inc.		51,040		9,004
				142,285
IT Services (2.9%):
Automatic Data Processing, Inc.		135,386		32,338
Cognizant Technology Solutions Corp. Class A		167,727		9,592
Fiserv, Inc. (a)		207,252		20,947
Paychex, Inc.		117,623		13,593
PayPal Holdings, Inc. (a)		372,067		26,499
				102,969
Semiconductors & Semiconductor Equipment (14.9%):
Advanced Micro Devices, Inc. (a)		526,219		34,083
Analog Devices, Inc.		166,217		27,265
Applied Materials, Inc.		280,776		27,342
ASML Holding NV, NYS		28,833		15,754
Broadcom, Inc.		132,179		73,905
Enphase Energy, Inc. (a)		44,361		11,754
GlobalFoundries, Inc. (a) (b)		177,894		9,587
Intel Corp.		1,346,915		35,599
KLA Corp.		46,252		17,439
Lam Research Corp.		44,510		18,708
Marvell Technology, Inc.		278,260		10,307
Microchip Technology, Inc.		179,505		12,610
Micron Technology, Inc.		354,816		17,734
NVIDIA Corp.		802,862		117,330

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
NXP Semiconductors NV		84,573	$	13,365
QUALCOMM, Inc.		365,857		40,222
Texas Instruments, Inc.		296,201		48,938
				531,942
Software (18.3%):
Adobe, Inc. (a)		151,728		51,061
ANSYS, Inc. (a)		28,431		6,869
Atlassian Corp. Class A (a)		48,391		6,227
Autodesk, Inc. (a)		70,449		13,165
Cadence Design Systems, Inc. (a)		89,528		14,382
Crowdstrike Holdings, Inc. Class A (a)		71,240		7,501
Datadog, Inc. Class A (a)		95,315		7,006
Fortinet, Inc. (a)		254,969		12,465
Intuit, Inc.		91,685		35,685
Microsoft Corp.		1,867,544		447,874
Palo Alto Networks, Inc. (a)		98,679		13,770
Synopsys, Inc. (a)		49,905		15,934
Workday, Inc. Class A (a)		65,926		11,031
Zoom Video Communications, Inc. Class A (a)		80,173		5,431
Zscaler, Inc. (a)		47,066		5,267
				653,668
Technology Hardware, Storage & Peripherals (11.7%):
Apple, Inc.		3,218,862		418,227
Utilities (1.4%):
American Electric Power Co., Inc.		167,708		15,924
Constellation Energy Corp.		106,728		9,201
Exelon Corp.		324,324		14,020
Xcel Energy, Inc.		178,604		12,522
				51,667
Total Common Stocks (Cost $1,925,574)				3,557,145
Collateral for Securities Loaned (0.6%)^
Goldman Sachs Financial Square Government Fund Institutional Shares, 4.14% (c)		5,234,444		5,234
HSBC U.S. Government Money Market Fund Institutional Shares, 4.13% (c)		5,234,444		5,235
Invesco Government & Agency Portfolio Institutional Shares, 4.22% (c)		5,234,444		5,235
Morgan Stanley Institutional Liquidity Government Portfolio Institutional Shares, 4.08% (c)		5,234,444		5,234
Total Collateral for Securities Loaned (Cost $20,938)				20,938
Total Investments (Cost $1,946,512) — 100.1%				3,578,083
Liabilities in excess of other assets — (0.1)%				(2,250	)
NET ASSETS — 100.00%			$	3,575,833

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Nasdaq-100 Index Fund Schedule of Portfolio Investments — continued
December 31, 2022

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

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

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

Futures Contracts Purchased

(Amounts not in thousands)

	Number of Contracts		Expiration Date	Notional Amount		Value		Unrealized Appreciation/ (Depreciation)
NASDAQ 100 E-Mini Futures		88	3/17/23	$	20,280,238	$	19,399,160	$	(881,078	)
Total unrealized appreciation								$	—
Total unrealized depreciation									(881,078	)
Total net unrealized appreciation (depreciation)								$	(881,078	)

See notes to financial statements.

11

USAA Mutual Funds Trust Statement of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)

	USAA Nasdaq-100 Index Fund
Assets:
Investments, at value (Cost $1,946,512)	$	3,578,083	(a)
Cash		17,245
Deposit with broker for futures contracts		1,779
Receivables:
Interest and dividends		1,622
Capital shares issued		2,413
Variation margin on open futures contracts		6
From Adviser		7
Prepaid expenses		45
Total Assets		3,601,200
Liabilities:
Payables:
Collateral received on loaned securities		20,938
Capital shares redeemed		2,971
Variation margin on open futures contracts		18
Accrued expenses and other payables:
Investment advisory fees		630
Administration fees		442
Custodian fees		26
Transfer agent fees		232
Compliance fees		3
12b-1 fees		3
Other accrued expenses		104
Total Liabilities		25,367
Net Assets:
Capital		2,046,005
Total accumulated earnings/(loss)		1,529,828
Net Assets	$	3,575,833
Net Assets
Fund Shares	$	2,904,735
Institutional Shares		579,072
Class A		17,660
Class C		3,134
R6 Shares		71,232
Total	$	3,575,833
Shares (unlimited number of shares authorized with no par value):
Fund Shares		103,863
Institutional Shares		20,686
Class A		633
Class C		114
R6 Shares		2,547
Total		127,843
Net asset value, offering and redemption price per share: (b)
Fund Shares	$	27.97
Institutional Shares		27.99
Class A		27.91
Class C (c)		27.47
R6 Shares		27.97
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	$	28.55

(a)  Includes $20,498 thousand of securities on loan.

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

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

See notes to financial statements.

12

USAA Mutual Funds Trust Statement of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)

	USAA Nasdaq-100 Index Fund
Investment Income:
Dividends	$	33,189
Interest		130
Securities lending (net of fees)		1,266
Foreign tax withholding		(44	)
Total Income		34,541
Expenses:
Investment advisory fees		7,531
Administration fees — Fund Shares		5,176
Administration fees — Institutional Shares		250
Administration fees — Class A		25
Administration fees — Class C		4
Administration fees — R6 Shares		22
Sub-Administration fees		24
12b-1 fees — Class A		42
12b-1 fees — Class C		29
Custodian fees		167
Transfer agent fees — Fund Shares		2,090
Transfer agent fees — Institutional Shares		250
Transfer agent fees — Class A		17
Transfer agent fees — Class C		3
Transfer agent fees — R6 Shares		4
Trustees' fees		50
Compliance fees		32
Legal and audit fees		64
State registration and filing fees		134
Interfund lending fees		—	(a)
Other expenses		624
Recoupment of prior expenses waived/reimbursed by Adviser		5
Total Expenses		16,543
Expenses waived/reimbursed by Adviser		(32	)
Net Expenses		16,511
Net Investment Income (Loss)		18,030
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(90,268	)
Net realized gains (losses) from futures contracts		(6,258	)
Net change in unrealized appreciation/depreciation on investment securities		(1,510,385	)
Net change in unrealized appreciation/depreciation on futures contracts		(1,002	)
Net realized/unrealized gains (losses) on investments		(1,607,913	)
Change in net assets resulting from operations	$	(1,589,883	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

13

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Nasdaq-100 Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	18,030		$	10,782
Net realized gains (losses)		(96,526	)		207,823
Net change in unrealized appreciation/depreciation		(1,511,387	)		747,873
Change in net assets resulting from operations		(1,589,883	)		966,478
Distributions to Shareholders:
Fund Shares		(116,585	)		(190,765	)
Institutional Shares		(23,561	)		(3,536	)
Class A		(684	)		(560	)
Class C		(108	)		(127	)
R6 Shares		(2,539	)		(1,858	)
Change in net assets resulting from distributions to shareholders		(143,477	)		(196,846	)
Change in net assets resulting from capital transactions		730,324			132,287
Change in net assets		(1,003,036	)		901,919
Net Assets:
Beginning of period		4,578,869			3,676,950
End of period	$	3,575,833		$	4,578,869

(continues on next page)

See notes to financial statements.

14

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Nasdaq-100 Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	550,521		$	656,112
Distributions reinvested		112,885			186,400
Cost of shares redeemed		(626,996	)		(737,132	)
Total Fund Shares	$	36,410		$	105,380
Institutional Shares
Proceeds from shares issued	$	633,831		$	28,155
Distributions reinvested		23,526			3,479
Cost of shares redeemed		(24,292	)		(20,827	)
Total Institutional Shares	$	633,065		$	10,807
Class A
Proceeds from shares issued	$	16,708		$	14,542
Distributions reinvested		684			560
Cost of shares redeemed		(6,666	)		(1,480	)
Total Class A	$	10,726		$	13,622
Class C
Proceeds from shares issued	$	2,120		$	2,833
Distributions reinvested		108			127
Cost of shares redeemed		(981	)		(82	)
Total Class C	$	1,247		$	2,878
R6 Shares
Proceeds from shares issued	$	56,485		$	23,150
Distributions reinvested		2,524			1,838
Cost of shares redeemed		(10,133	)		(25,388	)
Total R6 Shares	$	48,876		$	(400	)
Change in net assets resulting from capital transactions	$	730,324		$	132,287

(continues on next page)

See notes to financial statements.

15

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Nasdaq-100 Index Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
Share Transactions:
Fund Shares
Issued		15,752			16,561
Reinvested		3,763			4,428
Redeemed		(18,436	)		(18,985	)
Total Fund Shares		1,079			2,004
Institutional Shares
Issued		18,719			737
Reinvested		784			82
Redeemed		(732	)		(510	)
Total Institutional Shares		18,771			309
Class A
Issued		479			343
Reinvested		23			13
Redeemed		(195	)		(35	)
Total Class A		307			321
Class C
Issued		65			69
Reinvested		4			3
Redeemed		(30	)		(2	)
Total Class C		39			70
R6 Shares
Issued		1,785			595
Reinvested		84			44
Redeemed		(304	)		(655	)
Total R6 Shares		1,565			(16	)
Change in Shares		21,761			2,688

See notes to financial statements.

16

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Nasdaq-100 Index Fund
	Fund Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	43.16		$	35.56		$	24.35		$	17.69		$	17.89
Investment Activities:
Net investment income (loss)		0.16	(a)		0.11	(a)		0.13	(a)		0.13	(a)		0.11
Net realized and unrealized gains (losses)		(14.19	)		9.43			11.62			6.74			(0.18	)
Total from Investment Activities		(14.03	)		9.54			11.75			6.87			(0.07	)
Distributions to Shareholders From:
Net investment income		(0.08	)		(0.11	)		(0.13	)		(0.13	)		(0.12	)
Net realized gains		(1.08	)		(1.83	)		(0.41	)		(0.08	)		(0.01	)
Total Distributions		(1.16	)		(1.94	)		(0.54	)		(0.21	)		(0.13	)
Net Asset Value, End of Period	$	27.97		$	43.16		$	35.56		$	24.35		$	17.69
Total Return (b)		(32.69	)%		26.96	%		48.30	%		38.86	%		(0.44	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.44	%		0.42	%		0.44	%		0.48	%		0.48	%
Net Investment Income (Loss)		0.48	%		0.27	%		0.46	%		0.63	%		0.64	%
Gross Expenses (d)		0.44	%		0.42	%		0.44	%		0.48	%		0.48	%
Supplemental Data:
Net Assets at end of period (000's)	$	2,904,735		$	4,436,357		$	3,583,838		$	2,442,662		$	1,750,674
Portfolio Turnover (e)		12	%		10	%		17	%		9	%		5	%

(continues on next page)

See notes to financial statements.

17

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Nasdaq-100 Index Fund
	Institutional Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(f) through December 31, 2020
Net Asset Value, Beginning of Period	$	43.26		$	35.64		$	27.86
Investment Activities:
Net investment income (loss)		0.16	(a)		0.10	(a)		0.07	(a)
Net realized and unrealized gains (losses)		(14.23	)		9.45			8.17
Total from Investment Activities		(14.07	)		9.55			8.24
Distributions to Shareholders From:
Net investment income		(0.12	)		(0.10	)		(0.05	)
Net realized gains		(1.08	)		(1.83	)		(0.41	)
Total Distributions		(1.20	)		(1.93	)		(0.46	)
Net Asset Value, End of Period	$	27.99		$	43.26		$	35.64
Total Return (b) (g)		(32.70	)%		26.93	%		29.60	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (h)		0.43	%		0.44	%		0.44	%
Net Investment Income (Loss) (h)		0.52	%		0.25	%		0.42	%
Gross Expenses (d) (h)		0.43	%		0.44	%		0.47	%
Supplemental Data:
Net Assets at end of period (000's)	$	579,072		$	82,846		$	57,240
Portfolio Turnover (e) (g)		12	%		10	%		17	%

(continues on next page)

See notes to financial statements.

18

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Nasdaq-100 Index Fund
	Class A
	Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(f) through December 31, 2020
Net Asset Value, Beginning of Period	$	43.11		$	35.64		$	27.86
Investment Activities:
Net investment income (loss)		0.08	(a)		(0.01	)(a)(i)		0.02	(a)
Net realized and unrealized gains (losses)		(14.18	)		9.44			8.18
Total from Investment Activities		(14.10	)		9.43			8.20
Distributions to Shareholders From:
Net investment income		(0.02	)		(0.13	)		(0.01	)
Net realized gains		(1.08	)		(1.83	)		(0.41	)
Total Distributions		(1.10	)		(1.96	)		(0.42	)
Net Asset Value, End of Period	$	27.91		$	43.11		$	35.64
Total Return (excludes sales charges) (b) (g)		(32.87	)%		26.60	%		29.46	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (h)		0.70	%		0.70	%		0.70	%
Net Investment Income (Loss) (h)		0.23	%		(0.02	)%		0.11	%
Gross Expenses (d) (h)		0.82	%		1.03	%		46.74	%
Supplemental Data:
Net Assets at end of period (000's)	$	17,660		$	14,070		$	167
Portfolio Turnover (e) (g)		12	%		10	%		17	%

(continues on next page)

See notes to financial statements.

19

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Nasdaq-100 Index Fund
	Class C
	Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(f) through December 31, 2020
Net Asset Value, Beginning of Period	$	42.74		$	35.51		$	27.86
Investment Activities:
Net investment income (loss)		(0.17	)(a)		(0.33	)(a)(i)		(0.10	)(a)
Net realized and unrealized gains (losses)		(14.02	)		9.39			8.16
Total from Investment Activities		(14.19	)		9.06			8.06
Distributions to Shareholders From:
Net investment income		—	(j)		—			—
Net realized gains		(1.08	)		(1.83	)		(0.41	)
Total Distributions		(1.08	)		(1.83	)		(0.41	)
Net Asset Value, End of Period	$	27.47		$	42.74		$	35.51
Total Return (excludes contingent deferred sales charge) (b) (g)		(33.37	)%		25.67	%		28.95	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (h)		1.45	%		1.45	%		1.45	%
Net Investment Income (Loss) (h)		(0.53	)%		(0.79	)%		(0.61	)%
Gross Expenses (d) (h)		1.86	%		2.29	%		19.93	%
Supplemental Data:
Net Assets at end of period (000's)	$	3,134		$	3,205		$	194
Portfolio Turnover (e) (g)		12	%		10	%		17	%

(continues on next page)

See notes to financial statements.

20

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Nasdaq-100 Index Fund
	R6 Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	43.19		$	35.57		$	24.35		$	17.68		$	17.89
Investment Activities:
Net investment income (loss)		0.20	(a)		0.15	(a)		0.17	(a)		0.15	(a)		0.12
Net realized and unrealized gains (losses)		(14.21	)		9.45			11.63			6.74			(0.18	)
Total from Investment Activities		(14.01	)		9.60			11.80			6.89			(0.06	)
Distributions to Shareholders From:
Net investment income		(0.13	)		(0.15	)		(0.17	)		(0.14	)		(0.14	)
Net realized gains		(1.08	)		(1.83	)		(0.41	)		(0.08	)		(0.01	)
Total Distributions		(1.21	)		(1.98	)		(0.58	)		(0.22	)		(0.15	)
Net Asset Value, End of Period	$	27.97		$	43.19		$	35.57		$	24.35		$	17.68
Total Return (b)		(32.62	)%		27.14	%		48.51	%		38.99	%		(0.38	)%
Ratios to Average Net Assets:
Net Expenses (c) (d)		0.32	%		0.30	%		0.31	%		0.39	%		0.40	%
Net Investment Income (Loss)		0.61	%		0.38	%		0.59	%		0.71	%		0.72	%
Gross Expenses (d)		0.32	%		0.30	%		0.31	%		0.42	%		0.45	%
Supplemental Data:
Net Assets at end of period (000's)	$	71,232		$	42,391		$	35,511		$	18,877		$	12,667
Portfolio Turnover (e)		12	%		10	%		17	%		9	%		5	%

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

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

(c)  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.

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

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

(f)  Commencement of operations.

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

(h)  Annualized for periods less than one year.

(i)  The amount shown reflects a net realized and unrealized loss per share, whereas the statement of operations reflected a net realized and unrealized gain for the period for the Fund in total. The difference in realized and unrealized gains and losses for the Fund versus the class is due to the timing of sales and repurchases of the class in relation to fluctuating market values during the period.

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

See notes to financial statements.

21

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 Nasdaq-100 Index Fund (the "Fund"). The Fund offers five classes of shares: Fund Shares, Institutional Shares, Class A, Class C and R6 Shares. The Fund is classified as non-diversified under the 1940 Act.

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.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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 (unadjusted) in active markets for identical securities

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

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

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

22

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the 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"), and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.

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

Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.

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

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

	Level 1			Level 2		Level 3		Total
Common Stocks	$	3,557,145		$	—	$	—	$	3,557,145
Collateral for Securities Loaned		20,938			—		—		20,938
Total	$	3,578,083		$	—	$	—	$	3,578,083
Other Financial Investments*
Liabilities:
Futures Contracts	$	(881	)	$	—	$	—	$	(881	)
Total	$	(881	)	$	—	$	—	$	(881	)

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

As of December 31, 2022, there were no transfers into/out of Level 3.

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.

23

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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.

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 broker for futures contracts.

Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended December 31, 2022, the Fund entered into futures contracts primarily for the strategy of gaining exposure to a particular asset class or securities market.

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 December 31, 2022 (amounts in thousands):

	Liabilities
	Variation Margin Payable on Open Futures Contracts*
Equity Risk Exposure	$	881

*  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.

24

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2022 (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	$	(6,258	)	$	(1,002	)

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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends, and gains as a result of certain investments 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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

25

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	20,498	$	—	$	20,938

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:

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

For the year ended December 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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 an affiliated trust based upon net assets or another appropriate basis.

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

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	1,058,054	$	455,695

4. Affiliated Fund Ownership:

The Fund offers shares for investment by other funds. The fund-of-funds do not invest in the underlying funds for the purpose of exercising management or control, and the affiliated fund-of-funds' annual

26

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

and semi-annual reports may be viewed at vcm.com. As of December 31, 2022, certain fund-of-funds owned total outstanding shares of the Fund as follows:

Affiliated USAA Mutual Funds	Ownership %
USAA Cornerstone Conservative Fund		0.0	(a)
USAA Cornerstone Equity Fund		0.2
USAA Target Retirement Income Fund		0.0	(a)
USAA Target Retirement 2030 Fund		0.2
USAA Target Retirement 2040 Fund		0.3
USAA Target Retirement 2050 Fund		0.2
USAA Target Retirement 2060 Fund		0.0	(a)

(a)  Less than 0.05%

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.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.20% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended December 31, 2022, 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 December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, Class C, and R6 Shares, respectively. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the 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 December 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Compliance fees.

27

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 fees for Institutional Shares, Class A, Class C, and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended December 31, 2022, 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.

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% and 1.00% of the average daily net assets of Class A and Class C, respectively. 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 and Class C. Amounts incurred and paid to the Distributor for the year ended December 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended December 31, 2022, the Distributor received $1 thousand from commissions earned in connection with 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 December 31, 2022, 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 limits 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 December 31, 2022, the expense limits (excluding voluntary waivers) were 0.48%, 0.44%, 0.70%, 1.45% and 0.40% for Fund Shares, Institutional Shares, Class A, Class C, and R6 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 (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

28

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

As of December 31, 2022, 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 repayments are not probable at December 31, 2022.

Expires 2023		Expires 2024		Expires 2025		Total
$	17	$	22	$	32	$	71

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 December 31, 2022.

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

6. Risks:

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

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

Equity Risk — The values of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general market, economic and political conditions and other factors. 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 may 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.

Derivatives Risk — The Fund may invest in futures, options, and other types of derivatives. Risks associated with derivatives include the risk that the derivative is not well-correlated with the security, index, ETFs, or currency to which it relates; the risk that the use of derivatives may not have the intended effects and may result in losses, underperformance, or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk of interest rate movements; and the risk that the derivatives transaction could expose the Fund to the effects of leverage, which could increase the Fund's market exposure, magnify investment risks and losses, and cause losses to be realized more quickly. There is no guarantee that derivative techniques will be employed or that they will work as intended, and their use could lower returns or even result in losses to the Fund. In addition, proposed and current regulations may limit the Fund's ability to invest in derivatives.

29

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

7. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month London Interbank Offered Rate ("LIBOR") plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month Secured Overnight Financing Rate ("SOFR") plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the 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 December 31, 2022.

Interfund Lending:

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

The average borrowing or lending for the days outstanding and average interest rate for the Fund that utilized this Facility during the year ended December 31, 2022, were as follows (amounts in thousands):

Borrower or Lender	Amount Outstanding at December 31, 2022		Average Borrowing*		Days Borrowing Outstanding		Average Interest Rate*			Maximum Borrowing During the Period
Borrower	$	—	$	5,192		3		0.74	%	$	6,013

*  For the year ended December 31, 2022, 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

30

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

(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 December 31, 2022, 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 December 31, 2022								Year Ended December 31, 2021
Distributions paid from								Distributions paid from
Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid		Ordinary Income		Net Long-Term Capital Gains		Total Taxable Distributions		Total Distributions Paid
$	19,093	$	124,384	$	143,477	$	143,477	$	34,020	$	162,826	$	196,846	$	196,846

As of December 31, 2022, 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)
$	15,545	$	15,545	$	(71,685	)	$	1,585,968	$	1,529,828

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, REIT adjustments and derivatives.

As of December 31, 2022, 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
$	38,351	$	33,334	$	71,685

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	1,992,115	$	1,740,879	$	(154,911	)	$	1,585,968

9. Subsequent Event

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

31

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA Nasdaq-100 Index Fund	Victory Nasdaq-100 Index Fund

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Nasdaq-100 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Nasdaq-100 Index Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2022, 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 (one of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, 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 December 31, 2022, by correspondence with the custodian and brokers. 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
February 28, 2023

33

USAA Mutual Funds Trust Supplemental Information
December 31, 2022

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

34

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

35

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

36

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

37

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

38

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

39

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (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 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 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 sec.gov.

Expense Examples

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

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2022, through December 31, 2022.

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

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

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

	Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22- 12/31/22*		Hypothetical Expenses Paid During Period 7/1/22- 12/31/22*		Annualized Expense Ratio During Period 7/1/22- 12/31/22
Fund Shares	$	1,000.00	$	953.10	$	1,022.94	$	2.22	$	2.29		0.45	%
Institutional Shares		1,000.00		952.70		1,023.04		2.12		2.19		0.43	%
Class A		1,000.00		951.60		1,021.68		3.44		3.57		0.70	%
Class C		1,000.00		947.90		1,017.90		7.12		7.38		1.45	%
R6 Shares		1,000.00		953.50		1,023.59		1.58		1.63		0.32	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

40

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Additional Federal Income Tax Information

The following federal tax information related to the Fund's fiscal year ended December 31, 2022, 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 2023.

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 December 31, 2022 (amounts in thousands):

Dividend Received Deduction (corporate shareholders)			Qualified Dividend Income (non-corporate shareholders)			Short-Term Capital Gain Distributions		Long-Term Capital Gain Distributions
	100	%		100	%	$	8,161	$	124,384

41

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Nasdaq-100 Index Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 8-9, 2022 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 21, 2022.

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. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

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.

42

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

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 program, (iv) derivatives risk management program, and (v) cybersecurity program, 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 net management fee rate — which includes advisory and administrative services as well as any fee waivers and reimbursements — was below the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were below the median of its expense group and its expense universe. The Board also took into account the Adviser's current undertakings to maintain expense limitations for certain share classes of 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. The Board also noted the high level of correlation between the Fund and the Nasdaq-100 Index and the relatively low tracking error between the Fund and the Nasdaq-100 Index, and noted that it reviews such information on a periodic basis.

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 June 30, 2022.

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

43

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees 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 took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's share classes 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 and in view of the Fund's investment objective of seeking to track its designated index; (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 its affiliates 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.

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

37732-0223

DECEMBER 31, 2022

Annual Report

USAA Ultra Short-Term Bond Fund

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 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.

vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

USAA Mutual Funds Trust

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Manager's 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	23
Statement of Operations	24
Statements of Changes in Net Assets	25
Financial Highlights	27
Notes to Financial Statements	31
Report of Independent Registered Public Accounting Firm	42
Supplemental Information (Unaudited)	43
Trustee and Officer Information	43
Proxy Voting and Portfolio Holdings Information	49
Expense Examples	49
Advisory Contract Approval	50
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.

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

1

(Unaudited)

Dear Shareholder,

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

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

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

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

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

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

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

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

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, turmoil can also create opportunity.

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, we encourage you to contact our Member Service Representatives. Call 800-235-8396, or visit our website at vcm.com.

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

Christopher K. Dyer, CFA

President,
USAA Mutual Funds Trust

3

USAA Ultra Short-Term Bond Fund

Manager's Commentary
(Unaudited)

•  What were the market conditions over the reporting period?

Entering 2022, the world was still wrestling with the aftereffects of COVID-19. Global supply chains that functioned so efficiently pre-COVID continued to be disrupted and did not fully normalize in 2022. Simultaneously, the continued rebound in demand for goods and services generally outpaced supply as consumers drew down excess savings while at the same time decreasing their savings rate, stoking inflation. To make matters worse, apart from the human tragedy itself, Russia's invasion of Ukraine in February 2022 added to the supply chain woes and caused a spike in the price of commodities like oil, natural gas, wheat, and fertilizer, to name but a few. That put additional upward pressure on already high inflation and added uncertainty to the financial markets.

During 2022, inflation progressively increased throughout the first half of the year before moderating in the back half. As measured by the Consumer Price Index, a widely recognized inflation yardstick, inflation peaked in June 2022 at 9.1%. Strong demand that overwhelmed a strained global logistics supply chain, a very tight labor market, and higher commodity prices all contributed to the runup in prices.

Entering 2022, the U.S. Federal Reserve Board (the "Fed") finally acknowledged that inflation was not transitory and announced a tapering of the monthly pace of its net asset purchases. However, the Fed continued to maintain an accommodative stance of monetary policy. In contrast, the bond market had already fully priced in six rate hikes. The degree of inflation and its persistence were severely underestimated by the Fed and led to immense pressure to respond quickly and forcefully. What was originally expected to be gradual 25 basis points ("bps") increases in the Fed Funds rate morphed into the fastest pace of rate hikes since 1994. (A basis point is 1/100th of a percentage point.) The Fed initially hiked rates by 25 bps in March, was forced into a larger increase of 50 bps in May, and extraordinary 75 bps hikes in each of the next four meetings — June, July, September and November. This slowed to 50 bps in December and culminated in the federal funds rate being up a total of 425 bps in 2022 after starting the year in a target range of 0 to 25 bps.

The events of 2022 combined to take their toll on the financial markets, with the S&P 500 down 18.1% for the year. The bond market did not escape the pain and fared even worse by historical standards as it buckled under the weight of rapid and significantly higher interest rates and wider credit spreads. The one-year total return for the period ending December 31, 2022, for the Bloomberg U.S. Aggregate Bond Index was -13.01%, by far the worst since initiation of the index in 1976. This year was historically bad for fixed income. We exit 2022 cautiously with a high degree of macroeconomic uncertainty as leading economic indicators have turned negative, and the Fed has vowed resolve to get inflation under control. The era of accommodative Fed policy, low interest rates, and tame inflation has ended for now.

4

USAA Ultra Short-Term Bond Fund

Manager's Commentary (continued)

•  How did the USAA Ultra Short-Term Bond Fund (the "Fund") perform during the reporting period?

The Fund has four share classes: Fund Shares, Institutional Shares, Class A, and R6 Shares. For the reporting period ended December 31, 2022, the Fund Shares, Institutional Shares, Class A, and R6 Shares had total returns of -0.68%, -0.62%, -0.91%, and -0.43%, respectively. This compares to total returns of 1.51% for the Bloomberg U.S. Treasury Bellwethers 3 Month Index and 0.02% for the Lipper Ultra Short Obligations Funds Index.

•  What strategies did you employ during the reporting period?

In keeping with our disciplined investment approach, we sought attractive relative value opportunities among various sectors near the front end of the yield curve while maintaining adequate liquidity and diversification. The Fund also added select high yield bonds throughout the year to replace those that were called or matured. Our credit analysts review all securities considered for purchase and assign their own independent credit rating. We continue to work closely with our in-house team of credit analysts, who use independent credit research to continuously monitor Fund holdings for creditworthiness and relative value, and to identify and evaluate potential investments. We are committed to maintaining a portfolio diversified among multiple asset classes spread across a large number of issuers. To minimize the Fund's exposure to idiosyncratic risk, we limit position sizing in any one issuer.

Anticipating rising rates, the Fund entered 2022 with a high allocation towards non-interest rate sensitive floating rate bonds. However, the Fund generally maintains a longer duration than its benchmark, the Bloomberg U.S. Treasury Bellwethers 3 Month Index. At the end of the reporting period, for example, the option adjusted duration of the Fund was 0.64 versus 0.24 for the benchmark. In 2022, the magnitude of both the rate hikes and credit spread widening far exceeded expectations and detracted from performance. The Fund's allocation to credit, security selection, and longer duration resulted in overall underperformance for the year. A large allocation to cash and floating rate paper helped dampen underperformance. Throughout all types of interest rate and credit spread environments, we intend to seek out what we believe are the most compelling opportunities along the front end of the curve.

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

5

USAA Ultra Short-Term Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Return

Year Ended December 31, 2022

	Fund Shares			Institutional Shares			Class A			R6 Shares
INCEPTION DATE	10/18/10			7/12/13			6/29/20			3/1/17
	Net Asset Value			Net Asset Value			Net Asset Value			Net Asset Value			Bloomberg U.S. Treasury Bellwethers 3 Month Index1			Lipper Ultra Short Obligations Funds Index2
One Year		–0.68	%		–0.62	%		–0.91	%		–0.43	%		1.51	%		0.02	%
Five Year		1.73	%		1.79	%		N/A			1.93	%		1.28	%		1.33	%
Ten Year		1.41	%		N/A			N/A			N/A			0.78	%		1.08	%
Since Inception		N/A			1.48	%		1.05	%		1.90	%		N/A			N/A

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

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 Ultra Short-Term Bond Fund — Growth of $10,000

¹The Bloomberg U.S. Treasury Bellwethers 3 Month Index represents the total return received by investors of 3-month U.S. Treasury securities. This index does not include the effect of expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²The Lipper Ultra Short Obligations Funds Index tracks the total return performance of the 30 largest funds within the Lipper Ultra Short Obligations 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 growth of a hypothetical $10,000 investment in the Fund.

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

Past performance is not indicative of future results.

6

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund December 31, 2022

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund seeks to provide high current income consistent with preservation of principal.

Asset Allocation*:

December 31, 2022

(% of Net Assets)

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

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

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

7

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Asset-Backed Securities (19.2%)
Aligned Data Centers Issuer LLC, Series 2021-1A, Class A2, 1.94%, 8/15/46, Callable 8/15/24 @ 100 (a)	$	1,500	$	1,277
American Credit Acceptance Receivables Trust, Series 2022-1, Class C, 2.12%, 3/13/28, Callable 10/13/24 @ 100 (a)		500		470
American Credit Acceptance Receivables Trust, Series 2022-1, Class B, 1.68%, 9/14/26, Callable 10/13/24 @ 100 (a)		1,000		974
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class B, 2.20%, 1/20/28, Callable 9/20/25 @ 100 (a)		405		366
Amur Equipment Finance Receivables X LLC, Series 2022-1A, Class A2, 1.64%, 10/20/27, Callable 9/20/25 @ 100 (a)		478		454
Amur Equipment Finance Receivables XI LLC, Series 2022-2A, Class A2, 5.30%, 6/21/28, Callable 7/20/26 @ 100 (a)		600		592
ARI Fleet Lease Trust, Series 2022-A, Class A2, 3.12%, 1/15/31, Callable 4/15/25 @ 100 (a)		500		491
Avis Budget Rental Car Funding AESOP LLC, Series 2018-1A, Class B, 4.00%, 9/20/24, Callable 10/20/23 @ 100 (a)		2,000		1,976
Avis Budget Rental Car Funding AESOP LLC, Series 2018-2A, Class B, 4.27%, 3/20/25, Callable 4/20/24 @ 100 (a)		615		602
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class B, 7.09%, 4/20/27 (a)		750		752
Avis Budget Rental Car Funding AESOP LLC, Series 2017-2A, Class B, 3.33%, 3/20/24, Callable 4/20/23 @ 100 (a)		782		780
Avis Budget Rental Car Funding AESOP LLC, Series 2022-5A, Class A, 6.12%, 4/20/27 (a)		750		756
Bank of The West Auto Trust, Series 2019-1, Class C, 2.90%, 4/15/25, Callable 8/15/23 @ 100 (a)		1,000		982
Canadian Pacer Auto Receivables Trust, Series 2019-1A, Class C, 3.75%, 7/21/25, Callable 2/19/23 @ 100 (a)		550		548
Canadian Pacer Auto Receivables Trust, Series 2019-1A, Class B, 3.16% (SONIO/N+130bps), 10/21/24, Callable 2/19/23 @ 100 (a)		500		499
CARDS II Trust, Series 2021-1A, Class C, 1.20%, 4/15/27 (a)		500		469
Carvana Auto Receivables Trust, Series 2019-2A, Class D, 3.28%, 1/15/25 (a)		586		582
Carvana Auto Receivables Trust, Series 2021-N2, Class C, 1.07%, 3/10/28, Callable 6/10/26 @ 100		181		167
Carvana Auto Receivables Trust, Series 2021-N1, Class C, 1.30%, 1/10/28, Callable 1/10/26 @ 100		284		263
Carvana Auto Receivables Trust, Series 2021-N4, Class A1, 0.83%, 9/11/28, Callable 9/10/26 @ 100		307		297
Chase Auto Credit Linked Notes, Series 2020-1, Class B, 0.99%, 1/25/28, Callable 6/25/24 @ 100 (a)		74		73
Conn's Receivables Funding LLC, Series 2022-A, Class B, 9.52%, 12/15/26, Callable 4/15/24 @ 100 (a)		500		496
Conn's Receivables Funding LLC, Series 2022-A, Class A, 5.87%, 12/15/26, Callable 4/15/24 @ 100 (a)		193		192
CPS Auto Receivables Trust, Series 2022-D, Class A, 6.09%, 1/15/27 (a)		687		689
CPS Auto Receivables Trust, Series 2022-A, Class A, 0.98%, 4/16/29, Callable 2/15/26 @ 100 (a)		403		397
CPS Auto Receivables Trust, Series 2022-B, Class A, 2.88%, 6/15/26 (a)		674		663

See notes to financial statements.

8

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CPS Auto Receivables Trust, Series 2022-D, Class B, 6.84%, 1/16/29, Callable 12/15/27 @ 100 (a)	$	500	$	505
Credit Acceptance Auto Loan Trust, Series 2021-3A, Class A, 1.00%, 5/15/30, Callable 11/15/24 @ 100 (a)		218		208
Credit Acceptance Auto Loan Trust, Series 2021-2A, Class A, 0.96%, 2/15/30, Callable 12/15/24 @ 100 (a)		500		480
Credit Acceptance Auto Loan Trust, Series 2020-2A, Class C, 2.73%, 11/15/29, Callable 1/15/24 @ 100 (a)		1,000		956
Credit Acceptance Auto Loan Trust, Series 2019-3A, Class B, 2.86%, 1/16/29, Callable 3/15/23 @ 100 (a)		134		134
Crossroads Asset Trust, Series 2021-A, Class A2, 0.82%, 3/20/24 (a)		36		36
Drive Auto Receivables Trust, Series 2021-3, Class B, 1.11%, 5/15/26, Callable 11/15/24 @ 100		500		485
Drive Auto Receivables Trust, Series 2021-3, Class C, 1.47%, 1/15/27, Callable 11/15/24 @ 100		500		472
DT Auto Owner Trust, Series 2022-1A, Class B, 2.43%, 9/15/26, Callable 11/15/25 @ 100 (a)		750		721
DT Auto Owner Trust, Series 2022-1A, Class C, 2.96%, 11/15/27, Callable 11/15/25 @ 100 (a)		500		475
DT Auto Owner Trust, Series 2021-4A, Class B, 1.02%, 5/15/26, Callable 6/15/25 @ 100 (a)		500		479
DT Auto Owner Trust, Series 2021-4A, Class C, 1.50%, 9/15/27, Callable 6/15/25 @ 100 (a)		250		231
Enterprise Fleet Financing LLC, Series 2022-2, Class A2, 4.65%, 5/21/29, Callable 2/20/26 @ 100 (a)		270		266
Enterprise Fleet Financing LLC, Series 2022-4, Class A2, 5.76%, 10/22/29, Callable 7/20/25 @ 100 (a)		750		753
Evergreen Credit Card Trust, Series 2022-CRT2, Class B, 6.56%, 11/15/26 (a)		1,000		998
Evergreen Credit Card Trust, Series 2022-CRT2, Class C, 7.44%, 11/15/26 (a)		500		495
Evergreen Credit Card Trust, Series 2022-CRT1, Class B, 5.61%, 7/15/26 (a)		500		489
Exeter Automobile Receivables Trust, Series 2021-4, Class C, 1.46%, 10/15/27, Callable 2/15/25 @ 100		500		473
Exeter Automobile Receivables Trust, Series 2022-5A, Class A2, 5.29%, 1/15/25		500		500
Exeter Automobile Receivables Trust, Series 2022-1A, Class A3, 1.54%, 7/15/25		500		497
Exeter Automobile Receivables Trust, Series 2022-5A, Class A3, 5.43%, 4/15/26		500		498
Exeter Automobile Receivables Trust, Series 2022-1A, Class B, 2.18%, 6/15/26, Callable 10/15/25 @ 100		500		487
Exeter Automobile Receivables Trust, Series 2021-2A, Class C, 0.98%, 6/15/26, Callable 12/15/24 @ 100		750		721
Ford Credit Auto Owner Trust, Series 2021-2, Class C, 2.11%, 5/15/34, Callable 11/15/26 @ 100 (a)		250		214
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class A3, 0.64%, 7/15/25, Callable 7/15/24 @ 100 (a)		68		67
Foursight Capital Automobile Receivables Trust, Series 2022-2, Class A2, 4.49%, 3/16/26, Callable 11/15/25 @ 100 (a)		500		496
Foursight Capital Automobile Receivables Trust, Series 2021-2, Class B, 1.31%, 7/15/27, Callable 8/15/24 @ 100 (a)		821		775
Foursight Capital Automobile Receivables Trust, Series 2022-1, Class A2, 1.15%, 9/15/25, Callable 8/15/25 @ 100 (a)		591		583

See notes to financial statements.

9

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Foursight Capital Automobile Receivables Trust, Series 2021-1, Class B, 0.87%, 1/15/26, Callable 7/15/24 @ 100 (a)	$	469	$	457
GLS Auto Receivables Issuer Trust, Series 2020-1A, Class B, 2.43%, 11/15/24, Callable 5/15/24 @ 100 (a)		31		31
GLS Auto Receivables Issuer Trust, Series 2021-3A, Class C, 1.11%, 9/15/26, Callable 6/15/25 @ 100 (a)		722		676
GLS Auto Receivables Trust, Series 2021-2A, Class C, 1.08%, 6/15/26, Callable 6/15/25 @ 100 (a)		457		433
Hertz Vehicle Financing LLC, Series 2021-1A, Class A, 1.21%, 12/26/25 (a)		1,500		1,385
Hertz Vehicle Financing LLC, Series 2021-1A, Class B, 1.56%, 12/26/25 (a)		500		458
Hpefs Equipment Trust, Series 2022-3A, Class A2, 5.26%, 8/20/29, Callable 4/20/26 @ 100 (a)		500		498
HPEFS Equipment Trust, Series 2021-1A, Class D, 1.03%, 3/20/31, Callable 3/20/24 @ 100 (a)		750		706
HPEFS Equipment Trust, Series 2020-2A, Class C, 2.00%, 7/22/30, Callable 5/20/23 @ 100 (a)		795		791
HPEFS Equipment Trust, Series 2021-2A, Class C, 0.88%, 9/20/28, Callable 5/20/24 @ 100 (a)		721		680
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable 6/25/25 @ 100 (a)		285		272
JPMorgan Chase Bank NA, Series 2020-2, Class C, 1.14%, 2/25/28, Callable 11/25/24 @ 100 (a)		43		42
JPMorgan Chase Bank NA, Series 2020-2, Class B, 0.84%, 2/25/28, Callable 11/25/24 @ 100 (a)		85		83
JPMorgan Chase Bank NA, Series 2021-1, Class B, 0.88%, 9/25/28, Callable 5/25/25 @ 100 (a)		182		175
JPMorgan Chase Bank NA, Series 2020-2, Class D, 1.49%, 2/25/28, Callable 11/25/24 @ 100 (a)		141		138
JPMorgan Chase Bank NA, Series 2021-1, Class C, 1.02%, 9/25/28, Callable 5/25/25 @ 100 (a)		363		350
JPMorgan Chase Bank NA, Series 2021-3, Class C, 0.86%, 2/26/29, Callable 5/25/25 @ 100 (a)		261		246
JPMorgan Chase Bank NA, Series 2021-1, Class D, 1.17%, 9/25/28, Callable 5/25/25 @ 100 (a)		182		175
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28, Callable 6/25/25 @ 100 (a)		108		103
LAD Auto Receivables Trust, Series 2022-1A, Class A, 5.21%, 6/15/27, Callable 12/15/25 @ 100 (a)		598		589
Master Credit Card Trust, Series 2018-1A, Class C, 3.74%, 7/21/24 (a)		550		549
New Economy Assets Phase 1 Sponsor LLC, Series 2021-1, Class B1, 2.41%, 10/20/61, Callable 10/20/24 @ 100 (a)		293		241
NMEF Funding LLC, Series 2022-B, Class A2, 6.07%, 6/15/29, Callable 11/15/26 @ 100 (a)		1,000		997
NP SPE II LLC, Series 2017-1A, Class A1, 3.37%, 10/21/47 (a)		154		145
NP SPE II LLC, Series 2019-2A, Class C1, 6.44%, 11/19/49 (a)		603		534
Oscar U.S. Funding XII LLC, Series 1A, Class A3, 0.70%, 4/10/25, Callable 2/10/25 @ 100 (a)		1,000		969
Oscar U.S. Funding XIV LLC, Series 2022-1A, Class A2, 1.60%, 3/10/25 (a)		708		694
Pawnee Equipment Receivables LLC, Series 2020-1, Class A, 1.37%, 11/17/25, Callable 3/15/24 @ 100 (a)		54		53

See notes to financial statements.

10

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Pawnee Equipment Receivables LLC, Series 2021-1, Class A2, 1.10%, 7/15/27, Callable 9/15/25 @ 100 (a)	$	207	$	198
Prestige Auto Receivables Trust, Series 2018-1A, Class D, 4.14%, 10/15/24, Callable 2/15/23 @ 100 (a)		330		330
Progress Residential Trust, Series 2021-SFR5, Class B, 1.66%, 7/17/38 (a)		600		522
Santander Bank Auto Credit-Linked Notes, Series 2022-A, Class B, 5.28%, 5/15/32, Callable 11/15/25 @ 100 (a)		532		519
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class B, 6.45%, 12/15/32, Callable 9/15/26 @ 100 (a)		1,000		1,000
Santander Bank Auto Credit-Linked Notes, Series 2022-C, Class C, 6.99%, 12/15/32, Callable 9/15/26 @ 100 (a)		500		500
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class D, 6.79%, 8/16/32, Callable 2/15/26 @ 100 (a)		427		425
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class B, 5.72%, 8/16/32, Callable 2/15/26 @ 100 (a)		641		638
Santander Bank Auto Credit-Linked Notes, Series 2022-B, Class C, 5.92%, 8/16/32, Callable 2/15/26 @ 100 (a)		395		393
Santander Bank NA, Series 2021-1A, Class B, 1.83%, 12/15/31, Callable 7/15/25 @ 100 (a)		252		242
Santander Consumer Auto Receivables Trust, Series 2020-AA, Class D, 5.49%, 4/15/26, Callable 9/15/24 @ 100 (a)		500		493
Santander Consumer Auto Receivables Trust, Series 2022-BA, Class E, 4.13%, 1/15/27, Callable 5/15/25 @ 100 (a)		300		288
Santander Drive Auto Receivables Trust, Series 2021-4, Class C, 1.26%, 2/16/27, Callable 1/15/25 @ 100		500		476
Santander Drive Auto Receivables Trust, Series 2022-1, Class A2, 1.36%, 12/16/24		115		115
Santander Drive Auto Receivables Trust, Series 2022-1, Class A3, 1.94%, 11/17/25, Callable 2/15/25 @ 100		500		492
SCF Equipment Leasing LLC, Series 1A, Class A3, 0.83%, 8/21/28, Callable 9/20/26 @ 100 (a)		920		875
SCF Equipment Leasing LLC, Series 2020-1A, Class A3, 1.19%, 10/20/27, Callable 3/20/25 @ 100 (a)		251		247
SCF Equipment Leasing LLC, Series 2022-1A, Class A2, 2.06%, 2/22/28, Callable 9/20/26 @ 100 (a)		734		710
United Auto Credit Securitization Trust, Series 2022-1, Class C, 2.61%, 6/10/27, Callable 1/10/25 @ 100 (a)		500		481
United Auto Credit Securitization Trust, Series 2022-1, Class B, 2.10%, 3/10/25, Callable 1/10/25 @ 100 (a)		1,000		981
Westlake Automobile Receivables Trust, Series 2021-3A, Class C, 1.58%, 1/15/27, Callable 4/15/25 @ 100 (a)		750		702
Westlake Automobile Receivables Trust, Series 2022-2A, Class B, 4.31%, 9/15/27, Callable 2/15/26 @ 100 (a)		400		389
Westlake Automobile Receivables Trust, Series 2022-2A, Class A3, 3.75%, 4/15/26, Callable 2/15/26 @ 100 (a)		500		487
Total Asset-Backed Securities (Cost $55,057)				53,274

See notes to financial statements.

11

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Collateralized Mortgage Obligations (16.8%)
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class B, 5.57% (LIBOR01M+125bps), 9/15/32 (a) (b)	$	1,000	$	971
Austin Fairmont Hotel Trust, Series 2019-FAIR, Class C, 5.77% (LIBOR01M+145bps), 9/15/32 (a) (b)		1,000		968
BBCMS Mortgage Trust, Series 2020-BID, Class C, 7.96% (LIBOR01M+364bps), 10/15/37 (a) (b)		1,220		1,195
BBCMS Mortgage Trust, Series 2019-BWAY, Class B, 5.63% (LIBOR01M+131bps), 11/15/34 (a) (b)		1,000		945
BBCMS Mortgage Trust, Series 2020-BID, Class B, 6.86% (LIBOR01M+254bps), 10/15/37 (a) (b)		300		293
BPR Trust, Series 2022-OANA, Class B, 6.78% (TSFR1M+245bps), 4/15/37 (a) (b)		1,000		939
BX Commercial Mortgage Trust, Series 2021-CIP, Class C, 5.79% (LIBOR01M+147bps), 12/15/38 (a) (b)		1,000		952
BX Commercial Mortgage Trust, Series 2021-CIP, Class B, 5.59% (LIBOR01M+127bps), 12/15/38 (a) (b)		500		481
BX Commercial Mortgage Trust, Series 2021-XL2, Class C, 5.52% (LIBOR01M+120bps), 10/15/38 (a) (b)		927		877
BX Commercial Mortgage Trust, Series 2021-VOLT, Class C, 5.42% (LIBOR01M+110bps), 9/15/36 (a) (b)		750		705
BX Commercial Mortgage Trust, Series 2021-VINO, Class B, 5.17% (LIBOR01M+85bps), 5/15/38 (a) (b)		1,000		950
BX Commercial Mortgage Trust, Series 2019-XL, Class C, 5.70% (LIBOR01M+125bps), 10/15/36 (a) (b)		850		828
BX Commercial Mortgage Trust, Series 2019-XL, Class D, 5.90% (LIBOR01M+145bps), 10/15/36 (a) (b)		489		473
BX Mortgage Trust, Series 2021-PAC, Class C, 5.42% (LIBOR01M+110bps), 10/15/36 (a) (b)		1,000		939
BX Trust, Series 2021-SOAR, Class B, 5.19% (LIBOR01M+87bps), 6/15/38 (a) (b)		496		472
BX Trust, Series 2022-LBA6, Class B, 5.64% (SOFR30A+130bps), 1/15/39 (a) (b)		500		478
BX Trust, Series 2022-LBA6, Class C, 5.94% (TSFR1M+160bps), 1/15/39 (a) (b)		1,000		948
BX Trust, Series 2021-SOAR, Class C, 5.42% (LIBOR01M+110bps), 6/15/38 (a) (b)		496		469
BX Trust, Series 2021-RISE, Class B, 5.57% (LIBOR01M+125bps), 11/15/36 (a) (b)		500		478
CEDR Commercial Mortgage Trust, Series 2022-SNAI, Class B, 5.67% (TSFR1M+134bps), 2/15/39 (a) (b)		1,000		925
CIFC Funding Ltd., Series 2017-4A, Class A1R, 5.27% (LIBOR03M+95bps), 10/24/30, Callable 1/24/23 @ 100 (a) (b)		700		691
CIFC Funding Ltd., Series 2012-2RA, Class A1, 5.04% (LIBOR03M+80bps), 1/20/28, Callable 1/20/23 @ 100 (a) (b)		570		565
COMM Mortgage Trust, Series 2014- 277P, Class C, 3.61%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		334		306
COMM Mortgage Trust, Series 2014-277P, Class A, 3.61%, 8/10/49, Callable 8/10/24 @ 100 (a) (c)		1,000		946
COMM Mortgage Trust, Series 2020-CBM, Class C, 3.40%, 2/10/37, Callable 2/10/25 @ 100 (a)		1,000		900
COMM Mortgage Trust, Series 2019-521F, Class B, 5.42% (LIBOR01M+110bps), 6/15/34 (a) (b)		1,500		1,435
Extended Stay America Trust, Series 2021-ESH, Class B, 5.70% (LIBOR01M+138bps), 7/15/38 (a) (b)		380		364

See notes to financial statements.

12

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
FREMF Mortgage Trust, Series 2017-K724, Class B, 3.50%, 12/25/49, Callable 12/25/23 @ 100 (a) (c)	$	1,000	$	977
Golub Capital Partners CLO 40A Ltd., Series 2019-40A, Class AR, 5.45% (LIBOR03M+109bps), 1/25/32, Callable 1/25/23 @ 100 (a) (b)		1,000		977
GS Mortgage Securities Corp. Trust, Series 2017-GPTX, Class A, 2.86%, 5/10/34 (a)		1,000		945
GS Mortgage Securities Trust, Series 2011-GC3, Class X, 3/10/44, Callable 1/10/23 @ 100 (a) (c) (d) (e)		823		—	(f)
Hospitality Mortgage Trust, Series 2019-HIT, Class B, 5.67% (LIBOR01M+135bps), 11/15/36 (a) (b)		1,149		1,107
Hospitality Mortgage Trust, Series 2019-HIT, Class A, 5.32% (LIBOR01M+100bps), 11/15/36 (a) (b)		804		783
Houston Galleria Mall Trust, Series 2015-HGLR, Class A1A2, 3.09%, 3/5/37 (a)		750		689
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2021-MHC, Class A, 5.12% (LIBOR01M+80bps), 4/15/38 (a) (b)		945		920
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C10, Class B, 3.67%, 12/15/47 (c)		1,500		1,479
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2013-C13, Class B, 4.12%, 1/15/46, Callable 7/15/23 @ 100 (c)		2,000		1,965
JPMBB Commercial Mortgage Securities Trust, Series 2014-C19, Class XA, 0.62%, 4/15/47, Callable 1/15/25 @ 100 (c) (d)		4,443		24
KNDL Mortgage Trust, Series 2019-KNSQ, Class B, 5.27% (LIBOR01M+95bps), 5/15/36 (a) (b)		1,000		982
Life Mortgage Trust, Series 2021-BMR, Class B, 5.20% (LIBOR01M+88bps), 3/15/38 (a) (b)		983		939
Med Trust, Series 2021-MDLN, Class B, 5.77% (LIBOR01M+145bps), 11/15/38 (a) (b)		1,000		944
MHC Commercial Mortgage Trust, Series 2021-MHC, Class B, 5.42% (LIBOR01M+110bps), 4/15/38 (a) (b)		1,000		958
Morgan Stanley Capital I Trust, Series 2019-NUGS, Class B, 5.62% (LIBOR01M+130bps), 12/15/36 (a) (b)		1,154		1,054
Octagon Investment Partners XXI Ltd., Series 2014-1A, Class AAR3, 5.65% (LIBOR03M+100bps), 2/14/31, Callable 2/14/23 @ 100 (a) (b)		750		737
ONE Mortgage Trust, Series 2021-PARK, Class B, 5.40% (LIBOR01M+95bps), 3/15/36 (a) (b)		1,000		939
One New York Plaza Trust, Series 2020-1NYP, Class A, 5.27% (LIBOR01M+95bps), 1/15/36 (a) (b)		875		831
Palmer Square Loan Funding Ltd., Series 2021-3A, Class A2, 5.64% (LIBOR03M+140bps), 7/20/29, Callable 1/20/23 @ 100 (a) (b)		1,000		970
Palmer Square Loan Funding Ltd., Series 2021-1A, Class A1, 5.14% (LIBOR03M+90bps), 4/20/29, Callable 1/20/23 @ 100 (a) (b)		284		281
Palmer Square Loan Funding Ltd., Series 2022-5A, Class A1, 4.94% (TSFR3M+156bps), 1/15/31, Callable 10/15/23 @ 100 (a) (b)		750		744
Palmer Square Loan Funding Ltd., Series 2021-2A, Class A2, 5.93% (LIBOR03M+125bps), 5/20/29, Callable 2/20/23 @ 100 (a) (b)		500		486
Palmer Square Loan Funding Ltd., Series 2021-2A, Class A1, 5.48% (LIBOR03M+80bps), 5/20/29, Callable 2/20/23 @ 100 (a) (b)		674		666
Palmer Square Loan Funding Ltd., Series 2022-1A, Class A2, 5.46% (TSFR3M+160bps), 4/15/30, Callable 4/15/23 @ 100 (a) (b)		1,000		967
SMRT, Series 2022-MINI, Class B, 5.69% (TSFR1M+135bps), 1/15/39 (a) (b)		1,000		960

See notes to financial statements.

13

USAA Mutual Funds Trust
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December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Sound Point CLO VIII-R Ltd., Series 2015-1RA, Class AR, 5.16% (LIBOR03M+108bps), 4/15/30, Callable 1/15/23 @ 100 (a) (b)	$	1,500	$	1,475
Stratus CLO Ltd., Series 2021-1A, Class B, 5.64% (LIBOR03M+140bps), 12/29/29, Callable 1/20/23 @ 100 (a) (b)		1,000		962
Stratus CLO Ltd., Series 2021-3A, Class B, 5.79% (LIBOR03M+155bps), 12/29/29, Callable 4/20/27 @ 100 (a) (b)		822		794
TTAN, Series 2021-MHC, Class B, 5.42% (LIBOR01M+115bps), 3/15/38 (a) (b)		367		351
Total Collateralized Mortgage Obligations (Cost $48,260)				46,399
Senior Secured Loans (3.7%)
Berry Global, Inc., Term Z Loans, First Lien, 6.02% (LIBOR01M+175bps), 7/1/26 (b)		1,232		1,221
Calpine Corp., Term Loans, First Lien, 6.08% (LIBOR01M+200bps), 4/1/26 (b)		990		976
Charter Communications Operating LLC, Term B1, First Lien, 5.83% (LIBOR01M+175bps), 4/30/25 (b)		992		985
Chemours Co. LLC, Term Loan, First Lien, 5.83% (LIBOR01M+175bps), 4/3/25 (b)		1,496		1,465
Delos Finance S.A.R.L., Loans, First Lien, 5.42% (LIBOR03M+175bps), 10/6/23 (b)		1,500		1,497
Gray Television, Inc., Term B-2 Loan, First Lien, 6.62% (LIBOR01M+250bps), 2/7/24 (b)		496		495
Quintiles IMS, Inc., Term B-2 Dollar Loans, First Lien, 5.82% (LIBOR01M+175bps), 1/1/25 (b)		1,100		1,096
Vistra Operations Co. LLC, 2018 Incremental Term Loans, First Lien, 6.09% (LIBOR01M+175bps), 12/31/25 (b)		1,479		1,465
XPO Logistics, Inc., Term Loan B, First Lien, 5.93% (LIBOR01M+175bps), 2/23/25 (b)		1,000		995
Total Senior Secured Loans (Cost $10,215)				10,195
Corporate Bonds (25.8%)
Communication Services (1.4%):
Charter Communications Operating LLC/Charter Communications Operating Capital, 6.09% (LIBOR03M+165bps), 2/1/24, Callable 1/1/24 @ 100 (b)		1,000		1,005
Magallanes, Inc. 3.43%, 3/15/24 (a)		500		485
6.10% (SOFRINDX+178bps), 3/15/24 (a) (b)		1,000		997
Verizon Communications, 5.12% (SOFR+79bps), 3/20/26 (b) (g)		1,500		1,465
				3,952
Consumer Discretionary (2.6%):
American Honda Finance Corp., 4.96% (LIBOR03M+37bps), 5/10/23, MTN (b) (g)		360		360
Association of American Medical Colleges, 2.12%, 10/1/24		1,000		936
BMW US Capital LLC, 4.51% (SOFR+38bps), 8/12/24 (a) (b)		500		495
Daimler Finance North America LLC, 5.35% (LIBOR03M+84bps), 5/4/23 (b)		1,150		1,151
General Motors Financial Co., Inc., 5.04% (SOFR+76bps), 3/8/24 (b)		1,500		1,474
Howard University, 2.80%, 10/1/23		250		244
Nissan Motor Acceptance Co. LLC, 5.37% (LIBOR03M+64bps), 3/8/24 (a) (b)		500		491
Nordstrom, Inc., 2.30%, 4/8/24, Callable 1/23/23 @ 100		1,000		937
ZF North America Capital, Inc., 4.75%, 4/29/25 (a)		1,000		951
				7,039

See notes to financial statements.

14

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Energy (3.6%):
Buckeye Partners LP, 4.15%, 7/1/23, Callable 4/1/23 @ 100	$	2,000	$	1,973
DCP Midstream Operating LP, 3.88%, 3/15/23, Callable 2/6/23 @ 100		1,000		994
EnLink Midstream Partners LP, 4.40%, 4/1/24, Callable 1/1/24 @ 100		948		922
EQM Midstream Partners LP, 4.00%, 8/1/24, Callable 5/1/24 @ 100		875		842
Gray Oak Pipeline LLC, 2.60%, 10/15/25, Callable 9/15/25 @ 100 (a)		1,500		1,362
Midwest Connector Capital Co. LLC, 3.90%, 4/1/24, Callable 3/1/24 @ 100 (a)		1,000		968
Murphy Oil Corp., 5.75%, 8/15/25, Callable 2/6/23 @ 101.44 (g)		554		550
PDC Energy, Inc., 5.75%, 5/15/26, Callable 2/6/23 @ 102.88		1,500		1,427
Western Midstream Operating LP, 5.04% (LIBOR03M+185bps), 1/13/23 (b)		977		977
				10,015
Financials (11.1%):
Antares Holdings LP, 6.00%, 8/15/23, Callable 7/15/23 @ 100 (a)		1,107		1,088
Ares Capital Corp. 3.50%, 2/10/23, Callable 2/6/23 @ 100		500		499
3.25%, 7/15/25, Callable 6/15/25 @ 100		500		460
Athene Global Funding, 4.56% (LIBOR03M+73bps), 1/8/24 (a) (b)		1,500		1,487
Aviation Capital Group LLC, 4.38%, 1/30/24, Callable 12/30/23 @ 100 (a) (g)		1,280		1,249
Bank of America Corp. 5.56% (LIBOR03M+79bps), 3/5/24, Callable 3/5/23 @ 100 (b)		1,000		999
4.64% (SOFR+69bps), 4/22/25, Callable 4/22/24 @ 100 (b)		500		493
Blackstone Private Credit Fund 1.75%, 9/15/24		1,000		920
2.35%, 11/22/24		500		457
Brighthouse Financial Global Funding, 4.50% (SOFR+76bps), 4/12/24 (a) (b)		1,000		989
Citigroup, Inc. 4.74% (SOFR+67bps), 5/1/25, Callable 5/1/24 @ 100 (b)		500		491
4.62% (SOFR+69bps), 1/25/26, Callable 1/25/25 @ 100 (b)		1,000		972
Citizens Bank NA, 6.06% (SOFR+145bps), 10/24/25, Callable 10/24/24 @ 100 (b)		500		505
DAE Funding LLC, 1.55%, 8/1/24, Callable 7/1/24 @ 100 (a)		1,500		1,398
Equitable Financial Life Global Funding, 5.50%, 12/2/25 (a)		750		749
Fidelity & Guaranty Life Holdings, Inc., 5.50%, 5/1/25, Callable 2/1/25 @ 100 (a)		750		740
Fifth Third Bank NA, 5.85% (SOFR+123bps), 10/27/25, Callable 10/27/24 @ 100 (b)		500		505
Ford Motor Credit Co. LLC, 2.30%, 2/10/25, Callable 1/10/25 @ 100		1,000		913
FS KKR Capital Corp. 1.65%, 10/12/24		857		769
4.13%, 2/1/25, Callable 1/1/25 @ 100 (g)		1,000		940
GA Global Funding Trust 4.80% (SOFR+50bps), 9/13/24 (a) (b)		1,000		974
3.85%, 4/11/25 (a)		500		479
Goldman Sachs Group, Inc., 4.79% (SOFR+50bps), 9/10/24, Callable 9/10/23 @ 100 (b)		500		492
JPMorgan Chase & Co. 4.78% (SOFR+54bps), 6/1/25, Callable 6/1/24 @ 100 (b)		500		491
5.10% (SOFR+77bps), 9/22/27, Callable 9/22/26 @ 100 (b) (g)		1,000		965
New York Life Global Funding 4.27% (SOFR+22bps), 2/2/23 (a) (b)		1,000		1,001
4.27% (SOFR+31bps), 4/26/24 (a) (b)		500		496
Owl Rock Capital Corp., 3.75%, 7/22/25, Callable 6/22/25 @ 100		1,000		926
Owl Rock Core Income Corp., 3.13%, 9/23/26, Callable 8/23/26 @ 100		1,500		1,284

See notes to financial statements.

15

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Principal Life Global Funding II, 4.59% (SOFR+38bps), 8/23/24 (a) (b)	$	1,000	$	988
Santander Holdings USA, Inc., 5.81% (SOFR+233bps), 9/9/26, Callable 9/9/25 @ 100 (b)		1,000		991
Starwood Property Trust, Inc., 3.75%, 12/31/24, Callable 9/30/24 @ 100 (a)		1,550		1,467
The Charles Schwab Corp., 4.65% (SOFR+52bps), 5/13/26, Callable 4/13/26 @ 100 (b)		1,000		968
The Goldman Sachs Group, Inc., 4.38% (SOFR+49bps), 10/21/24, Callable 10/21/23 @ 100 (b)		1,000		983
The Huntington National Bank, 5.70% (SOFR+122bps), 11/18/25, Callable 11/18/24 @ 100 (b)		750		752
United Financial Bancorp, Inc., 5.75%, 10/1/24		1,000		966
				30,846
Health Care (0.7%):
Hikma Finance USA LLC, 3.25%, 7/9/25		500		464
Illumina, Inc., 5.80%, 12/12/25, Callable 11/12/25 @ 100		750		756
Little Co. of Mary Hospital of Indiana, Inc., 1.97%, 11/1/25		670		607
				1,827
Industrials (2.6%):
American Airlines Pass Through Trust 4.95%, 1/15/23		383		381
4.38%, 6/15/24 (a)		690		655
Daimler Trucks Finance North America LLC, 5.33% (SOFR+100bps), 4/5/24 (a) (b)		1,000		996
EnerSys, 5.00%, 4/30/23, Callable 2/6/23 @ 100 (a)		700		698
L3Harris Technologies, Inc., 5.49% (LIBOR03M+75bps), 3/10/23 (b)		500		500
Southern Power Co., 2.75%, 9/20/23, Callable 7/20/23 @ 100		1,500		1,469
Spirit Airlines Pass Through Trust, 4.45%, 4/1/24		1,933		1,827
United Airlines Pass Through Trust, 4.88%, 1/15/26		577		543
				7,069
Materials (0.6%):
Celanese US Holdings LLC 5.90%, 7/5/24		500		500
6.05%, 3/15/25		500		498
Freeport-McMoRan, Inc., 3.88%, 3/15/23, Callable 2/6/23 @ 100		700		699
				1,697
Real Estate (1.2%):
Alexander Funding Trust, 1.84%, 11/15/23 (a)		1,000		945
GLP Capital LP GLP Financing II, Inc., 3.35%, 9/1/24, Callable 8/1/24 @ 100		1,000		958
Retail Opportunity Investments Partnership LP, 5.00%, 12/15/23, Callable 9/15/23 @ 100		500		492
VICI Properties LP/VICI Note Co., Inc., 3.50%, 2/15/25, Callable 2/6/23 @ 101.75 (a)		1,000		946
				3,341
Utilities (2.0%):
Atmos Energy Corp., 5.10% (LIBOR03M+38bps), 3/9/23, Callable 2/6/23 @ 100 (b)		1,500		1,499
CenterPoint Energy, Inc., 4.78% (SOFR+65bps), 5/13/24, Callable 1/23/23 @ 100 (b)		1,500		1,482

See notes to financial statements.

16

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
CentrePoint Energy Resources Corp., 5.28% (LIBOR03M+50bps), 3/2/23, Callable 2/6/23 @ 100 (b)	$	718	$	718
Metropolitan Edison Co., 4.00%, 4/15/25 (a) (g)		1,500		1,434
NRG Energy, Inc., 3.75%, 6/15/24, Callable 5/15/24 @ 100 (a)		500		481
				5,614
Total Corporate Bonds (Cost $73,728)				71,400
Yankee Dollars (17.3%)
Communication Services (0.4%):
Bharti Airtel International Netherlands BV, 5.35%, 5/20/24 (a)		1,000		994
Consumer Discretionary (0.6%):
International Game Technology PLC, 4.13%, 4/15/26, Callable 4/15/23 @ 102.06 (a)		1,030		964
Nissan Motor Co. Ltd., 3.52%, 9/17/25, Callable 8/17/25 @ 100 (a)		916		852
				1,816
Energy (0.6%):
Harvest Operations Corp., 1.00%, 4/26/24, Callable 2/6/23 @ 100 (a)		714		675
Petroleos Mexicanos, 4.25%, 1/15/25 (g)		1,000		944
				1,619
Financials (13.3%):
Avolon Holdings Funding Ltd. 5.13%, 10/1/23, Callable 9/1/23 @ 100 (a)		500		495
2.88%, 2/15/25, Callable 1/15/25 @ 100 (a)		1,000		924
Banco Santander SA 5.78% (LIBOR03M+109bps), 2/23/23 (b)		1,000		1,000
5.04% (LIBOR03M+112bps), 4/12/23 (b)		400		400
Bank of Montreal, 4.94% (SOFR+62bps), 9/15/26, MTN (b)		1,500		1,450
Barclays PLC 4.34% (LIBOR03M+136bps), 5/16/24, Callable 5/16/23 @ 100 (b)		1,000		993
7.33% (H15T1Y+305bps), 11/2/26, Callable 11/2/25 @ 100 (b)		500		518
BBVA Bancomer SA, 1.88%, 9/18/25 (a)		500		458
Commonwealth Bank of Australia, 4.84% (SOFR+52bps), 6/15/26 (a) (b)		1,500		1,468
Cooperatieve Rabobank UA, 4.39% (LIBOR03M+48bps), 1/10/23 (b)		500		500
Credit Agricole SA, 5.34% (LIBOR03M+102bps), 4/24/23 (a) (b)		2,000		2,002
Credit Suisse AG, 4.44% (SOFR+39bps), 2/2/24 (b)		1,500		1,429
Danske Bank A/S, 0.98%, 9/10/25, Callable 9/10/24 @ 100 (a)		1,000		911
Deutsche Bank AG 5.97% (LIBOR03M+123bps), 2/27/23 (b)		816		816
4.50%, 4/1/25		1,000		952
HSBC Holdings PLC 4.75% (SOFR+58bps), 11/22/24, Callable 11/22/23 @ 100 (b)		1,000		976
5.70% (SOFR+143bps), 3/10/26, Callable 3/10/25 @ 100 (b)		1,000		981
ING Groep NV 5.97% (SOFRINDX+164bps), 3/28/26, Callable 3/28/25 @ 100 (b)		500		498
3.87% (SOFR+164bps), 3/28/26, Callable 3/28/25 @ 100 (b)		750		720

See notes to financial statements.

17

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Lloyds Banking Group PLC 3.87% (H15T1Y+350bps), 7/9/25, Callable 7/9/24 @ 100 (b)	$	250	$	242
3.51% (H15T1Y+160bps), 3/18/26, Callable 3/18/25 @ 100 (b)		750		713
Macquarie Group Ltd., 4.50% (SOFR+71bps), 10/14/25, Callable 10/14/24 @ 100 (a) (b)		1,000		975
Mizuho Financial Group, Inc., 5.12% (SOFR+96bps), 5/22/26, Callable 5/22/25 @ 100 (b)		1,000		978
National Australia Bank Ltd., 4.39% (SOFR+65bps), 1/12/27 (a) (b)		1,250		1,223
NatWest Markets PLC 5.78% (SOFR+145bps), 3/22/25 (a) (b) (g)		500		495
5.09% (SOFR+76bps), 9/29/26 (a) (b)		1,000		953
Nordea Bank Abp, 5.67% (LIBOR03M+94bps), 8/30/23 (a) (b)		1,000		1,001
Park Aerospace Holdings Ltd., 4.50%, 3/15/23, Callable 2/15/23 @ 100 (a)		750		748
Royal Bank of Canada 4.36% (SOFR+36bps), 7/29/24 (b) (g)		1,000		988
4.64% (SOFR+59bps), 11/2/26, MTN (b)		500		481
Santander UK Group Holdings PLC, 1.09% (SOFR+79bps), 3/15/25, Callable 3/15/24 @ 100 (b)		1,000		936
Societe Generale SA, 4.94% (SOFR+105bps), 1/21/26, Callable 1/21/25 @ 100 (a) (b)		1,700		1,637
Standard Chartered PLC 3.89% (LIBOR03M+108bps), 3/15/24, Callable 3/15/23 @ 100 (a) (b)		156		155
3.79% (LIBOR03M+156bps), 5/21/25, Callable 5/21/24 @ 100 (a) (b)		851		822
7.78% (H15T1Y+310bps), 11/16/25, Callable 11/16/24 @ 100 (a) (b)		750		774
Sumitomo Mitsui Trust Bank Ltd., 4.75% (SOFR+44bps), 9/16/24 (a) (b)		1,000		993
The Bank of Nova Scotia, 4.79% (SOFR+55bps), 3/2/26 (b)		1,250		1,209
The Toronto-Dominion Bank, 4.88% (SOFR+59bps), 9/10/26 (b)		1,500		1,451
UBS AG 4.56% (SOFR+32bps), 6/1/23 (a) (b)		500		499
4.48% (SOFR+36bps), 2/9/24 (a) (b)		500		497
Westpac Banking Corp., 4.77% (SOFR+52bps), 6/3/26 (b)		1,500		1,468
				36,729
Industrials (0.7%):
Aircastle Ltd.
4.40%, 9/25/23, Callable 8/25/23 @ 100		451		446
4.13%, 5/1/24, Callable 2/1/24 @ 100		750		725
The Weir Group PLC, 2.20%, 5/13/26, Callable 4/13/26 @ 100 (a)		900		802
				1,973
Materials (1.5%):
NOVA Chemicals Corp., 4.88%, 6/1/24, Callable 3/3/24 @ 100 (a)		1,312		1,271
OCI NV, 4.63%, 10/15/25, Callable 2/6/23 @ 102.31 (a)		1,504		1,438
POSCO Holdings, Inc., 2.50%, 1/17/25 (a) (g)		510		476
Syngenta Finance NV, 4.89%, 4/24/25, Callable 2/24/25 @ 100 (a)		1,000		970
				4,155
Utilities (0.2%):
Enel Finance International NV, 6.80%, 10/14/25 (a)		500		515
Total Yankee Dollars (Cost $49,156)				47,801

See notes to financial statements.

18

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Municipal Bonds (5.0%)
Alabama (0.4%):
Wilsonville Industrial Development Board Revenue, 3.13%, 12/1/30 (h)	$	1,200	$	1,200
California (0.6%):
California Statewide Communities Development Authority Revenue, 1.31%, 4/1/25		500		455
City of El Cajon CA Revenue, 0.93%, 4/1/24		640		607
Golden State Tobacco Securitization Corp. Revenue, Series B, 0.99%, 6/1/24		500		471
				1,533
Florida (0.3%):
City of Gainesville Florida Revenue, 1.00%, 10/1/24		800		744
Guam (0.1%):
Antonio B Won Pat International Airport Authority Revenue, Series A, 2.50%, 10/1/25		300		273
Indiana (0.1%):
Indiana Finance Authority Revenue, 1.72%, 11/15/23		300		288
Kentucky (0.9%):
County of Meade Revenue, Series B, 3.65%, 8/1/61, Continuously Callable @100 (h)		2,500		2,500
Mississippi (0.9%):
Mississippi Business Finance Corp. Revenue, 3.35%, 7/1/25, Continuously Callable @100 (h)		2,500		2,500
New Jersey (0.3%):
New Jersey Economic Development Authority Revenue, Series NNN, 2.88%, 6/15/24		320		310
South Jersey Transportation Authority Revenue, Series B, 2.10%, 11/1/24		500		468
				778
North Carolina (0.3%):
North Carolina Capital Facilities Finance Agency Revenue, Series B, 1.05%, 10/1/23		825		797
Pennsylvania (0.5%):
Allegheny County IDA Revenue (LOC-PNC Financial Services Group), 4.45%, 11/1/27, Callable 2/1/23 @ 100 (h)		1,000		1,000
State Public School Building Authority Revenue, 2.62%, 4/1/23		450		447
				1,447
Texas (0.6%):
Port of Port Arthur Navigation District Revenue, Series B, 3.75%, 4/1/40, Continuously Callable @100 (h)		1,500		1,500
San Antonio Education Facilities Corp. Revenue, 1.74%, 4/1/25		255		233
				1,733
Total Municipal Bonds (Cost $14,090)				13,793

See notes to financial statements.

19

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
U.S. Treasury Obligations (1.3%)
U.S. Treasury Bills 4.44%, 2/14/23 (i)	$	1,000	$	995
4.51%, 2/23/23 (i)		1,000		994
4.51%, 3/30/23 (i)		750		743
4.56%, 4/11/23 (i)		1,000		988
Total U.S. Treasury Obligations (Cost $3,719)				3,720
Commercial Paper (10.4%) (i)
Arrow Electronics Pvt. Ltd., 5.43%, 1/12/23 (a)		2,000		1,996
Autonation, Inc., 6.46%, 1/3/23 (a)		1,000		999
Aviation Capital Group, 5.91%, 1/3/23 (a)		500		500
Aviation Capital Group, 5.33%, 1/5/23 (a)		1,000		999
Cabot Corp., 6.06%, 1/3/23 (a)		1,200		1,199
CenterPoint Energy, Inc., 6.06%, 1/3/23 (a)		1,000		1,000
ConAgra Brands, Inc., 6.33%, 1/3/23 (a)		1,000		999
Constellation Brands, Inc., 6.46%, 1/3/23 (a)		1,000		999
Crown Castle, Inc. 5.38%, 1/10/23 (a)		1,500		1,498
5.35%, 1/11/23 (a)		1,000		998
Energy Transfer LP 6.46%, 1/3/23		1,000		999
5.84%, 1/5/23		500		500
Enterprise Products Operating LLC, 6.06%, 1/3/23 (a)		2,000		1,999
FMC Corp., 6.46%, 1/3/23 (a)		2,500		2,499
Jabil, Inc. 6.73%, 1/3/23 (a)		1,000		1,000
6.32%, 1/4/23 (a)		1,000		999
6.08%, 1/5/23 (a)		750		749
Newell Brands, Inc., 5.69%, 1/6/23 (a)		2,600		2,598
Ovintiv, Inc. 6.46%, 1/3/23		1,805		1,804
6.07%, 1/4/23		750		750
Targa Resources Corp. 5.66%, 1/3/23 (a)		750		750
5.32%, 1/4/23 (a)		1,000		999
4.99%, 1/6/23 (a)		1,000		999
Tyco Electronics Group SA, 6.06%, 1/3/23 (a)		1,000		1,000
Total Commercial Paper (Cost $28,839)				28,832
Collateral for Securities Loaned (1.4%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.14% (j)		971,421		971
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.13% (j)		971,421		972
Invesco Government & Agency Portfolio, Institutional Shares, 4.22% (j)		971,421		972

See notes to financial statements.

20

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

(Amounts in Thousands, Except for Shares)

Security Description	Principal Amount		Value
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.08% (j)	$	971,421	$	971
Total Collateral for Securities Loaned (Cost $3,886)				3,886
Total Investments (Cost $286,950) — 100.9%				279,300
Liabilities in excess of other assets — (0.9)%				(2,415	)
NET ASSETS — 100.00%			$	276,885

At December 31, 2022, the Fund's investments in foreign securities were 23.1% of net assets.

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2022, the fair value of these securities was $166,037 thousands and amounted to 60.0% of net assets.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2022.

(c)  The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at December 31, 2022.

(d)  Security is interest only.

(e)  Zero-coupon bond.

(f)  Rounds to less than $1 thousand.

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

(h)  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.

(i)  Rate represents the effective yield at December 31, 2022.

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

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.

H15T1Y — 1 Year Treasury Constant Maturity Rate

IDA — Industrial Development Authority

LIBOR — London Interbank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2022, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2022, based on the last reset date of the security

LLC — Limited Liability Company

See notes to financial statements.

21

USAA Mutual Funds Trust
USAA Ultra Short-Term Bond Fund Schedule of Portfolio Investments — continued
December 31, 2022

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

SOFR30A — 30-day average of SOFR, rate disclosed as of December 31, 2022.

SOFRINDX — SOFR Index measures the cumulative impact of compounding the SOFR each business day.

TSFR — Term SOFR

TSFR1M — 1 month Term SOFR, rate disclosed as of December 31, 2022.

TSFR3M — 3 month Term SOFR, rate disclosed as of December 31, 2022.

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.

LOC  Principal and interest payments are guaranteed by a bank letter of credit or other bank credit agreement.

See notes to financial statements.

22

USAA Mutual Funds Trust Statement of Assets and Liabilities
December 31, 2022

(Amounts in Thousands, Except Per Share Amounts)  

	USAA Ultra Short-Term Bond Fund
Assets:
Investments, at value (Cost $286,950)	$	279,300	(a)
Cash		2,983
Receivables:
Interest		1,279
Capital shares issued		150
From Adviser		26
Prepaid expenses		52
Total Assets		283,790
Liabilities:
Payables:
Collateral received on loaned securities		3,886
Distributions		17
Investments purchased		2,499
Capital shares redeemed		338
Accrued expenses and other payables:
Investment advisory fees		66
Administration fees		31
Custodian fees		5
Transfer agent fees		22
Compliance fees		—	(b)
Trustees' fees		—	(b)
12b-1 fees		—	(b)
Other accrued expenses		41
Total Liabilities		6,905
Net Assets:
Capital		286,994
Total accumulated earnings/(loss)		(10,109	)
Net Assets	$	276,885
Net Assets
Fund Shares	$	169,400
Institutional Shares		102,043
Class A		133
R6 Shares		5,309
Total	$	276,885
Shares (unlimited number of shares authorized with no par value):
Fund Shares		17,197
Institutional Shares		10,356
Class A		14
R6 Shares		539
Total		28,106
Net asset value, offering and redemption price per share: (c)
Fund Shares	$	9.85
Institutional Shares		9.85
Class A		9.85
R6 Shares		9.86

(a)  Includes $3,749 thousand 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.

23

USAA Mutual Funds Trust Statement of Operations
For the Year Ended December 31, 2022

(Amounts in Thousands)  

	USAA Ultra Short-Term Bond Fund
Investment Income:
Interest	$	7,646
Securities lending (net of fees)		20
Total Income		7,666
Expenses:
Investment advisory fees		827
Administration fees — Fund Shares		282
Administration fees — Institutional Shares		103
Administration fees — Class A		1
Administration fees — R6 Shares		2
Sub-Administration fees		24
12b-1 fees — Class A		1
Custodian fees		37
Transfer agent fees — Fund Shares		166
Transfer agent fees — Institutional Shares		103
Transfer agent fees — Class A		1
Transfer agent fees — R6 Shares		—	(a)
Trustees' fees		47
Compliance fees		2
Legal and audit fees		62
State registration and filing fees		172
Other expenses		78
Recoupment of prior expenses waived/reimbursed by Adviser		15
Total Expenses		1,923
Expenses waived/reimbursed by Adviser		(127	)
Net Expenses		1,796
Net Investment Income (Loss)		5,870
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from investment securities		(200	)
Net change in unrealized appreciation/depreciation on investment securities		(7,968	)
Net realized/unrealized gains (losses) on investments		(8,168	)
Change in net assets resulting from operations	$	(2,298	)

(a)  Rounds to less than $1 thousand.

See notes to financial statements.

24

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  

	USAA Ultra Short-Term Bond Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,870		$	2,613
Net realized gains (losses)		(200	)		615
Net change in unrealized appreciation/depreciation		(7,968	)		(1,069	)
Change in net assets resulting from operations		(2,298	)		2,159
Distributions to Shareholders:
Fund Shares		(3,697	)		(1,931	)
Institutional Shares		(2,094	)		(644	)
Class A		(15	)		(1	)
R6 Shares		(82	)		(43	)
Change in net assets resulting from distributions to shareholders		(5,888	)		(2,619	)
Change in net assets resulting from capital transactions		(7,704	)		17,023
Change in net assets		(15,890	)		16,563
Net Assets:
Beginning of period		292,775			276,212
End of period	$	276,885		$	292,775

(continues on next page)

See notes to financial statements.

25

USAA Mutual Funds Trust Statements of Changes in Net Assets

(Amounts in Thousands)  (continued)

	USAA Ultra Short-Term Bond Fund
	Year Ended December 31, 2022			Year Ended December 31, 2021
Capital Transactions:
Fund Shares
Proceeds from shares issued	$	26,263		$	59,548
Distributions reinvested		3,566			1,867
Cost of shares redeemed		(66,006	)		(62,768	)
Total Fund Shares	$	(36,177	)	$	(1,353	)
Institutional Shares
Proceeds from shares issued	$	88,727		$	86,636
Distributions reinvested		2,091			642
Cost of shares redeemed		(65,575	)		(63,509	)
Total Institutional Shares	$	25,243		$	23,769
Class A
Proceeds from shares issued	$	1,934		$	200
Distributions reinvested		1			1
Cost of shares redeemed		(1,854	)		(160	)
Total Class A	$	81		$	41
R6 Shares
Proceeds from shares issued	$	4,293		$	1,581
Distributions reinvested		82			27
Cost of shares redeemed		(1,226	)		(7,042	)
Total R6 Shares	$	3,149		$	(5,434	)
Change in net assets resulting from capital transactions	$	(7,704	)	$	17,023
Share Transactions:
Fund Shares
Issued		2,644			5,864
Reinvested		361			184
Redeemed		(6,648	)		(6,183	)
Total Fund Shares		(3,643	)		(135	)
Institutional Shares
Issued		8,886			8,536
Reinvested		212			63
Redeemed		(6,615	)		(6,256	)
Total Institutional Shares		2,483			2,343
Class A
Issued		196			20
Reinvested		—	(a)		—	(a)
Redeemed		(188	)		(16	)
Total Class A		8			4
R6 Shares
Issued		435			156
Reinvested		8			3
Redeemed		(124	)		(694	)
Total R6 Shares		319			(535	)
Change in Shares		(833	)		1,677

(a)  Rounds to less than 1 thousand shares.

See notes to financial statements.

26

USAA Mutual Funds Trust Financial Highlights

For a Share Outstanding Throughout Each Period

	USAA Ultra Short-Term Bond Fund
	Fund Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.12		$	10.13		$	10.05		$	9.89		$	9.97
Investment Activities:
Net investment income (loss)		0.19	(a)		0.09	(a)		0.20	(a)		0.27	(a)		0.22
Net realized and unrealized gains (losses)		(0.26	)		(0.01	)		0.08			0.16			(0.08	)
Total from Investment Activities		(0.07	)		0.08			0.28			0.43			0.14
Distributions to Shareholders From:
Net investment income		(0.20	)		(0.09	)		(0.20	)		(0.27	)		(0.22	)
Total Distributions		(0.20	)		(0.09	)		(0.20	)		(0.27	)		(0.22	)
Net Asset Value, End of Period	$	9.85		$	10.12		$	10.13		$	10.05		$	9.89
Total Return (b)		(0.68	)%		0.80	%		2.81	%		4.37	%		1.40	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (e)		0.63	%		0.62	%		0.60	%		0.61	%		0.60	%
Net Investment Income (Loss)		1.96	%		0.89	%		2.01	%		2.69	%		2.19	%
Gross Expenses (e)		0.63	%		0.62	%		0.60	%		0.61	%		0.60	%
Supplemental Data:
Net Assets at end of period (000's)	$	169,400		$	210,831		$	212,503		$	275,168		$	283,769
Portfolio Turnover (f)		45	%		57	%		39	%		59	%		48	%

(continues on next page)

See notes to financial statements.

27

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Ultra Short-Term Bond Fund
	Institutional Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.12		$	10.13		$	10.05		$	9.89		$	9.97
Investment Activities:
Net investment income (loss)		0.20	(a)		0.10	(a)		0.19	(a)		0.27	(a)		0.22
Net realized and unrealized gains (losses)		(0.26	)		(0.01	)		0.09	(b)		0.16			(0.08	)
Total from Investment Activities		(0.06	)		0.09			0.28			0.43			0.14
Distributions to Shareholders From:
Net Investment Income		(0.21	)		(0.10	)		(0.20	)		(0.27	)		(0.22	)
Total Distributions		(0.21	)		(0.10	)		(0.20	)		(0.27	)		(0.22	)
Net Asset Value, End of Period	$	9.85		$	10.12		$	10.13		$	10.05		$	9.89
Total Return (b)		(0.62	)%		0.87	%		2.87	%		4.43	%		1.45	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (e)		0.57	%		0.55	%		0.56	%		0.55	%		0.55	%
Net Investment Income (Loss)		2.03	%		0.96	%		1.86	%		2.75	%		2.25	%
Gross Expenses (e)		0.67	%		0.55	%		0.63	%		0.64	%		0.77	%
Supplemental Data:
Net Assets at end of period (000's)	$	102,043		$	79,662		$	56,042		$	9,842		$	8,433
Portfolio Turnover (f)		45	%		57	%		39	%		59	%		48	%

(continues on next page)

See notes to financial statements.

28

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Ultra Short-Term Bond Fund
	Class A
	Year Ended December 31, 2022			Year Ended December 31, 2021			June 29, 2020(g) through December 31, 2020
Net Asset Value, Beginning of Period	$	10.12		$	10.13		$	9.90
Investment Activities:
Net investment income (loss)		0.27	(a)		0.07	(a)		0.07	(a)
Net realized and unrealized gains (losses)		(0.36	)		(0.01	)		0.23	(b)
Total from Investment Activities		(0.09	)		0.06			0.30
Distributions to Shareholders From:
Net investment income		(0.18	)		(0.07	)		(0.07	)
Total Distributions		(0.18	)		(0.07	)		(0.07	)
Net Asset Value, End of Period	$	9.85		$	10.12		$	10.13
Total Return (b) (h)		(0.91	)%		0.57	%		3.02	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (e) (i)		0.85	%		0.85	%		0.84	%
Net Investment Income (Loss) (i)		2.77	%		0.65	%		1.32	%
Gross Expenses (e) (i)		2.73	%		14.86	%		108.95	%
Supplemental Data:
Net Assets at end of period (000's)	$	133		$	59		$	19
Portfolio Turnover (f) (h)		45	%		57	%		39	%

(continues on next page)

See notes to financial statements.

29

USAA Mutual Funds Trust Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	USAA Ultra Short-Term Bond Fund
	R6 Shares
	Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.12		$	10.13		$	10.05		$	9.88		$	9.97
Investment Activities:
Net investment income (loss)		0.25	(a)		0.11	(a)		0.21	(a)		0.29	(a)		0.24
Net realized and unrealized gains (losses)		(0.30	)		(0.02	)		0.09			0.17			(0.09	)
Total from Investment Activities		(0.05	)		0.09			0.30			0.46			0.15
Distributions to Shareholders From:
Net investment income		(0.21	)		(0.10	)		(0.22	)		(0.29	)		(0.24	)
Total Distributions		(0.21	)		(0.10	)		(0.22	)		(0.29	)		(0.24	)
Net Asset Value, End of Period	$	9.86		$	10.12		$	10.13		$	10.05		$	9.88
Total Return (b)		(0.43	)%		0.91	%		3.02	%		4.70	%		1.51	%
Ratios to Average Net Assets:
Net Expenses (c) (d) (e)		0.47	%		0.48	%		0.41	%		0.39	%		0.39	%
Net Investment Income (Loss)		2.56	%		1.09	%		2.15	%		2.92	%		2.41	%
Gross Expenses (e)		0.83	%		0.49	%		0.51	%		0.80	%		0.69	%
Supplemental Data:
Net Assets at end of period (000's)	$	5,309		$	2,223		$	7,648		$	6,518		$	4,980
Portfolio Turnover (f)		45	%		57	%		39	%		59	%		48	%

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

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

(c)  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.

(d)  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 June 29, 2020 for Class A, and July 1, 2019 for Fund Shares, Institutional Shares and R6 Shares, 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.

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

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

(g)  Commencement of operations.

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

(i)  Annualized for periods less than one year

See notes to financial statements.

30

USAA Mutual Funds Trust Notes to Financial Statements
December 31, 2022

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 45 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 Ultra Short-Term Bond Fund (the "Fund"). The Fund offers four classes of shares: Fund Shares, Institutional Shares, Class A, and R6 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.

Victory Capital Management ("VCM" or the "Adviser") is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the 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 U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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 (unadjusted) in active markets for identical securities

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

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

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Adviser, appointed as the valuation designee by the Trust's Board of Trustees' (the "Board"), has established the Pricing and Liquidity Committee (the "Committee"), and subject to Board oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.

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

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

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

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

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments (amounts in thousands):

	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	53,274	$	—	$	53,274
Collateralized Mortgage Obligations		—		46,399		—		46,399
Senior Secured Loans		—		10,195		—		10,195
Corporate Bonds		—		71,400		—		71,400
Yankee Dollars		—		47,801		—		47,801
Municipal Bonds		—		13,793		—		13,793
U.S. Treasury Obligations		—		3,720		—		3,720
Commercial Paper		—		28,832		—		28,832
Collateral for Securities Loaned		3,886		—		—		3,886
Total	$	3,886	$	275,414	$	—	$	279,300

As of December 31, 2022, there were no transfers into/out of Level 3.

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.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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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.

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 generally take place within 35 days a month or more after the trade date. Securities that require more than 35 days to settle are considered a senior security and subject to Rule 18f-4. At the time the 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 Payables 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. Payments of municipal obligations may depend on a relatively limited source of revenue, resulting in greater credit risk. Future changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations.

Mortgage- and Asset-Backed Securities:

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

Leveraged Loans:

The Fund may invest in leveraged loans, a type of bank loan. Leveraged loans are adjustable-rate bank loans made to companies rated below investment grade. The interest rates on leveraged loans are reset periodically based upon the fluctuations of a base interest rate such as London Interbank Offered Rate ("LIBOR") and a "spread" above that base interest rate that represents a risk premium to the lending banks and/or other participating investors. Many bank loans bear an adjustable rate of interest; however, leveraged loans provide for a greater "spread" over the base interest rate than other bank loans because they are considered to represent a greater credit risk. Because they are perceived to

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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represent a greater credit risk, leveraged loans possess certain attributes that are similar to high-yield securities. However, because they are often secured by collateral of the borrower, leveraged loans possess certain attributes that are similar to other bank loans.

Investment Transactions and Related Income:

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

The Fund may receive other income from investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.

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 and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are generally cured the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted on the Fund's Schedule of Portfolio Investments. The Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. 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. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.

The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.

The following table (amounts in thousands) is a summary of the Fund's securities lending transactions as of December 31, 2022.

Value of Securities on Loan		Non-Cash Collateral		Cash Collateral
$	3,749	$	—	$	3,886

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USAA Mutual Funds Trust Notes to Financial Statements — continued
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Federal Income Taxes:

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

For the year ended December 31, 2022, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain tax positions.

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 an affiliated trust based upon net assets or another appropriate basis.

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

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 under specified conditions outlined in the valuation policies and procedures adopted by the Board. In addition, as defined under the valuation policies and procedures, each transaction must be effected at the independent current market price. For the year ended December 31, 2022, 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)
$	2,000	$	2,000	$	—

3. Purchases and Sales:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2022, were as follows for the Fund (amounts in thousands):

Excluding U.S. Government Securities
Purchases		Sales
$	110,000	$	109,241

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.

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

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

rate of 0.24% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the year ended December 31, 2022, are reflected on the Statement of Operations as Investment advisory fees.

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

The performance period for each share class consists of the current month plus the previous 35 months. 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)
	+/- 20 to 50		+/- 4
	+/- 51 to 100		+/- 5
	+/- 101 and greater		+/- 6

(a) Based on the difference between the average annual performance of the relevant share class of the Fund and its relevant Lipper index, rounded to the nearest basis point.

Each class' annual performance adjustment rate is multiplied by the average daily net assets of the 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 Ultra Short Obligations Funds Index over that period, even if the class has overall negative returns during the performance period.

For the period January 1, 2022, to December 31, 2022, performance adjustments were $97, $21, less than $1 and $2 for Fund Shares, Institutional Shares, Class A and R6 Shares, in thousands, respectively. Performance adjustments were 0.05%, 0.02%, less than 0.01% and 0.08% for Fund Shares, Institutional Shares, Class A and R6 Shares, respectively. The performance adjustment rate included in the investment advisory fee may differ from the maximum over/under Annual Adjustment Rate due to differences in average net assets for the reporting period and rolling 36 month performance periods.

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 December 31, 2022, the Fund had no subadvisers.

Administration and Servicing Fees:

VCM also serves as the Fund's administrator and fund accountant. Under the Fund Administration, Servicing and Accounting Agreement, VCM is paid an administration and servicing fee that is accrued daily and paid monthly at an annualized rate of 0.15%, 0.10%, 0.15%, and 0.05%, which is based on the Fund's average daily net assets of the Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the 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 December 31, 2022, are reflected on the Statement of Operations as Sub-Administration fees.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("CCO"), and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration, and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios, and Victory Portfolios II (collectively, the "Victory Funds Complex") in the aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2022, are reflected on the Statement of Operations as Compliance 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 fees for Institutional Shares, Class A, and R6 Shares are paid monthly based on a fee accrued daily at an annualized rate of 0.10%, 0.10%, and 0.01%, respectively, of average daily net assets, plus out-of-pocket expenses. Amounts incurred and paid to VCTA for the year ended December 31, 2022, 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.

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 December 31, 2022, are reflected on the Statement of Operations as 12b-1 fees.

In addition, the Distributor is entitled to receive commissions in connection with sales of Class A. For the year ended December 31, 2022, the Distributor did not receive any commissions.

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 December 31, 2022, 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 limits for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Performance adjustments, 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 December 31, 2022, the expense limits (excluding voluntary waivers) were 0.60%, 0.55%, 0.85%, and 0.39% for Fund Shares, Institutional Shares, Class A, and R6 Shares, respectively.

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

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 (thirty-six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount.

As of December 31, 2022, 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 repayments are not probable at December 31, 2022.

Expires 2023		Expires 2024		Expires 2025		Total
$	27	$	11	$	127	$	165

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 December 31, 2022.

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

5. Risks:

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

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 issuer's ability to timely meet its debt obligations as they come due.

Management Risk — The Fund is actively managed, and the investment techniques and risk analyses used by the Fund's portfolio managers may not produce the desired results.

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

LIBOR Discontinuation Risk — The LIBOR discontinuation may adversely affect the financial markets generally and the Fund's operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets. However, LIBOR has been or will be discontinued as

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

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

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

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

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 27, 2022, with a termination date of June 26, 2023. Under the agreement with Citibank, the Victory Funds Complex may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the year ended December 31, 2022, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex paid a pro-rata portion of the commitment fees plus any interest on amounts borrowed. For the period from January 1, 2022, through June 27, 2022, interest was based on the one-month LIBOR plus one percent. Effective with the renewal, for the period June 28, 2022, through December 31, 2022, interest was based on the one-month SOFR plus 1.10 percent. The Fund did not experience a material financial impact transitioning from LIBOR to SOFR. Interest charged to the 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 December 31, 2022.

Interfund Lending:

The Trust and the Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility

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USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

allows the Fund to directly lend and borrow money to or from any other fund in the Victory Funds Complex that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to 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 reflected on the Statement of Operations under Interfund lending.

The Fund did not utilize or participate in the Facility during the year ended December 31, 2022.

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 December 31, 2022, 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 December 31, 2022					Year Ended December 31, 2021
Distributions paid from Ordinary Income			Total Taxable Distributions	Total Distributions Paid	Distributions paid from Ordinary Income	Total Taxable Distributions	Total Distributions Paid
$	5,888	$5,888		$5,888	$2,619	$2,619	$2,619

As of December 31, 2022, the components of accumulated earnings (loss) on a tax basis were as follows (amounts in thousands):

Undistributed Ordinary Income		Distributions Payable			Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)*			Total Accumulated Earnings (Loss)
$	950	$	(901	)	$	49	$	(2,495	)	$	(7,663	)	$	(10,109	)

*  The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

40

USAA Mutual Funds Trust Notes to Financial Statements — continued
December 31, 2022

As of December 31, 2022, 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
$	1,950	$	545	$	2,495

As of December 31, 2022, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows (amounts in thousands):

Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
$	286,963	$	214	$	(7,877	)	$	(7,663	)

8. Subsequent Event

On June 29, 2022, the Board approved a change to the Fund's fiscal year-end from December 31 to April 30, with an effective date of April 30, 2023.

The Board, upon recommendation of the Adviser, has approved a change in the name of the Trust and each individual fund within the Trust. On February 23, 2023, an initial filing was made with the SEC to commence the process to effectuate the following changes.

Effective at the start of business on April 24, 2023 (the "Effective Date"), the name of the Trust will change from USAA Mutual Funds Trust to Victory Portfolios III, and all references to USAA Mutual Funds Trust in the summary prospectuses, statutory prospectuses, and SAIs will be replaced by the new name.

Also on the Effective Date, references to the current name of the Fund in the summary prospectuses, statutory prospectuses, and SAIs will be replaced with the new names as follows:

Old Name	New Name
USAA Ultra Short-Term Bond Fund	Victory Ultra Short-Term Bond Fund

In addition, on the Effective Date, USAA Investments, a Victory Capital Management Inc. Investment Franchise, that currently manages the USAA Fixed Income Funds, will change its name to Victory Income Investors, and all references to USAA Investments in the summary prospectuses, statutory prospectuses, and SAIs, will be replaced.

Please note that there will be no changes in the management of the Funds or to the Funds' ticker symbols.

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of USAA Ultra Short-Term Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of USAA Ultra Short-Term Bond Fund (the "Fund") (one of the funds constituting USAA Mutual Funds Trust (the "Trust")), including the schedule of portfolio investments, as of December 31, 2022, 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 (one of the funds constituting USAA Mutual Funds Trust) at December 31, 2022, 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 December 31, 2022, by correspondence with the custodian, agent banks, and brokers. 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
February 28, 2023

42

USAA Mutual Funds Trust Supplemental Information
December 31, 2022

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, their positions with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 45 portfolios in the Trust. Each Trustee's address is c/o Fund Administration, 15935 La Cantera Pkwy, San Antonio, TX 78256.

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Independent Trustees
Jefferson C. Boyce (September 1957)	Independent Chair	Trustee since September 2013, Independent Chair since January 2021	Retired.	45	Westhab, Inc., New York Theological Seminary, American Filtration Corp.
Dawn M. Hawley (February 1954)	Trustee	Trustee since April 2014	Retired.	45	None

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USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Daniel S. McNamara (June 1966)	Trustee	Trustee since January 2012	Trustee, President, and Vice Chairman of USAA ETF Trust (06/17-06/19); President of Financial Advice & Solutions Group (FASG), USAA (02/13-03/21); Director of USAA Asset Management Company (AMCO), (08/11-06/19); Chairman of Board of AMCO (04/13-06/19); Director of USAA Investment Services Company (ISCO) (formerly USAA Investment Management Company) (09/09-03/21); Chairman of Board of ISCO (04/13-12/20); President and Director of USAA Shareholder Account Services (SAS) (10/09-06/19); Chairman of Board of SAS (04/13-06/19); Senior Vice President of USAA Financial Planning Services Insurance Agency, Inc. (FPS) (04/11-03/21); Director and Vice Chairman of FPS (12/13-03/21); President and Director of USAA Investment Corporation (ICORP) (03/10-03/21); Chairman of Board of ICORP (12/13-03/21); Director of USAA Financial Advisors, Inc. (FAI) (12/13-03/21); Chairman of Board of FAI (03/15-03/21).	45	None
Paul L. McNamara (July 1948)	Trustee	Trustee since January 2012	Retired.	45	None

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USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Richard Y. Newton, III (January 1956)	Trustee	Trustee since March 2017	Director, Elta North America (01/18-08/19), 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 (12/15-present).	45	Terran Orbital Corp., American Made Filtration Corp.
Barbara B. Ostdiek, Ph.D. (March 1964)	Trustee	Trustee since January 2008	Senior Associate Dean of Degree programs at Jesse H. Jones Graduate School of Business at Rice University (07/13-present); Associate Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/01-07/21); Professor of Finance at Jesse H. Jones Graduate School of Business at Rice University (07/21-present).	45	None
John C. Walters (February 1962)	Trustee	Trustee since July 2019	Retired.	45	Guardian Variable Products Trust (16 series)

45

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held During the Past Five Years
Interested Trustee
David C. Brown (May 1972)	Trustee	Trustee since July 2019	Chairman and Chief Executive Officer (2013-present), Victory Capital Management Inc.; Chief Executive Officer and Chairman (2013-present), Victory Capital Holdings, Inc.; Director, Victory Capital Services, Inc. (2013-present); Director, Victory Capital Transfer Agency, Inc. (2019-present).	45 portfolios within the Trust; 40 portfolios within the Victory Portfolios, 25 series within the Victory Portfolios II, and 6 series within the Victory Variable Insurance Funds	None

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

46

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 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(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Officers of the Trust
Christopher K. Dyer (February 1962)	President	July 2019	Director of Mutual Fund Administration, Victory Capital Management Inc. (2004-present). Chief Operating Officer, Victory Capital Services, Inc. (2020-present). Vice President, Victory Capital Transfer Agency, Inc. (2019-present).
Scott Stahorsky (July 1969)	Vice President	July 2019	Manager, Fund Administration, Victory Capital Management Inc. (2015-present).
Thomas Dusenberry (July 1977)	Secretary	June 2022	Manager, Fund Administration, Victory Capital Management Inc. (since 2022); Treasurer and Principal Financial Officer (2020-2022), Assistant Treasurer (2019), Salient MF Trust, Salient Midstream, MLP Fund, and Forward Funds; Principal Financial Officer (2018-2021) and Treasurer (2020-2021), Salient Private Access Funds and Endowment PMF Funds; Senior Vice President of Fund Accounting and Operations, Salient Partners (2020-2022); Director of Fund Operations, Salient Partners (2016-2019).
James K. De Vries (April 1969)	Treasurer	March 2018	Executive Director, Victory Capital Management Inc. (07/01/19-present); Executive Director, Investment and Financial Administration, USAA (2012-06/30/19); Assistant Treasurer, USAA Mutual Funds Trust (2013-2018). Mr. De Vries also serves as the Funds' Principal Financial Officer.
Allan Shaer (March 1965)	Assistant Treasurer	July 2019	Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016).
Carol D. Trevino (October 1965)	Assistant Treasurer	September 2018	Director, Accounting and Finance, Victory Capital Management Inc. (07/01/19-present); Accounting/ Financial Director, USAA (12/13-06/30/19).
Charles Booth (April 1960)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	July 2019	Director, Regulatory Administration and CCO Support Services, City Fund Services Ohio, Inc. (2007-present).

47

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Name and Date of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) Held During the Past Five Years
Sean Fox (September 1976)	Chief Compliance Officer	June 2022	Deputy Chief Compliance Officer (July 2021-June 2022), Senior Compliance Officer, the Adviser (2019-2021), Compliance Officer, the Adviser (2015-2019).

  Effective at the close of business on April 27, 2022, Erin Wagner resigned as the Secretary of the Trust.

  Effective at the close of business on June 10, 2022, Colin Kinney resigned as the Chief Compliance Officer of the Trust.

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USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (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 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 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 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 July 1, 2022, through December 31, 2022.

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

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

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

	Beginning Account Value 7/1/22		Actual Ending Account Value 12/31/22		Hypothetical Ending Account Value 12/31/22		Actual Expenses Paid During Period 7/1/22-12/31/22*		Hypothetical Expenses Paid During Period 7/1/22-12/31/22*		Annualized Expense Ratio During Period 7/1/22-12/31/22
Fund Shares	$	1,000.00	$	1,015.40	$	1,021.98	$	3.25	$	3.26		0.64	%
Institutional Shares		1,000.00		1,014.80		1,022.38		2.84		2.85		0.56
Class A		1,000.00		1,014.30		1,020.92		4.32		4.33		0.85
R6 Shares		1,000.00		1,016.40		1,022.99		2.24		2.24		0.44

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

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USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement

USAA Ultra Short-Term Bond Fund (the "Fund")

At a meeting of the Board of Trustees (the "Board") of USAA Mutual Funds Trust (the "Trust") held on December 8-9, 2022, 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 8-9, 2022 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 21, 2022.

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. The Board also recognized that the contractual arrangements for the Fund have been reviewed by the Board and discussed with the Adviser in prior years and that the Board's conclusions may be based, in part, on its consideration of these same arrangements in prior years.

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.

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USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

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 program, (iv) derivatives risk management program, and (v) 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 net management fee rate — which includes advisory and administrative services and the effects of any performance adjustment, as well as any fee waivers and reimbursements — was above the median of its expense group and its expense universe. The data indicated that the Fund's total expenses, including after any reimbursements, were above the median of its expense group and its 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 below the average of its performance universe and its Lipper index for the one-year period ended June 30, 2022, and was above the average of its performance universe and its Lipper index for the three-, five- and ten-year periods ended June 30, 2022. The Board took into account management's discussion of the Fund's performance, including the reasons for the Fund's underperformance for certain periods.

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

51

USAA Mutual Funds Trust Supplemental Information — continued
December 31, 2022

  (Unaudited)

allocation of certain costs to the Fund. In considering the profitability data with respect to the Fund, the Trustees noted that the Adviser reimbursed or waived a portion of its management fees 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 took into account management's discussion of the Fund's current advisory fee structure. The Board also considered the effect of the change in size, if any, of each of the Fund's classes 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 its affiliates 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.

52

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

94420-0223

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 directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial 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.

	2022		2021
(a) Audit Fees (1)	$	172,290	$	163,506
(b) Audit-Related Fees (2)		-		-
(c) Tax Fees (3)		11,274		5,421
(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 December 31, 2022 and December 31, 2021, 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 foreign tax compliance services and tax consulting fees.

(4) For the fiscal years ended December 31, 2022 and December 31, 2021, 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
2022	$	11,274	$	142,166
2021	$	5,421	$	124,184

(h) The aggregate non-audit fees related to fees billed by Ernst & Young LLP for services rendered to the Registrant; the investment adviser, and the Funds' transfer agent, Victory Capital Transfer Agency Inc., 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.

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 March 4, 2023

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 March 2, 2023

By (Signature and Title)*	/s/ James, K. De Vries
	James K. De Vries, Principal Financial Officer

Date March 4, 2023

EX-99.CODE ETH

Exhibit 99.CODEETH

USAA MUTUAL FUNDS TRUST

CODE OF CONDUCT
FOR PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER

I. Covered Officers/Purpose of the Code

A.            This Code of Conduct (the “Code”) applies to the Principal Executive Officer and Principal Financial Officer of USAA Mutual Funds Trust (the Trust or the Funds) as detailed in in Exhibit A, for the purpose of promoting:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Trust;

3. Compliance with applicable laws and governmental rules and regulations;

4. The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

5. Accountability for adherence to the Code.

B.            Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest

A. Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his or her position with the Trust.

Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trust already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Trust because of their status as “affiliated persons” of the Trust. The Trust and its investment adviser’s compliance program and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise or result from the contractual relationship between the Trust and the investment adviser and the administrator, whose officers or employees also serve as Covered Officers. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trust or for the adviser or the administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser, the administrator and the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the adviser, the administrator and the Trust and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Trust’s Board of Trustees (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act or the Investment Advisers Act. Section C describes the types of conflicts of interest that are covered under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

B. Obligations of Covered Officers. Each Covered Officer must:

1. Not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;

2. Not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trust;

3. Report at least annually outside business affiliations or other relationships (e.g., officer, director, governor, trustee, part-time employment) other than his or her relationship to the Trust, the investment adviser and the administrator.

C.            Conflicts of interest. When a Covered Person becomes aware of a situation that could involve a conflict of interest, or that could reasonably be considered an appearance of a conflict of interest, the Covered Person should disclose this matter to the Chief Compliance Officer. For purposes of this Code, the Chief Compliance Officer shall be the Chief Compliance Officer of the Trust. Examples of these include:

1. Service as a director on the board of any public or private company;

2. The receipt, as an officer of the Trust, of any gift in excess of $100;

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3. The receipt of any entertainment from any company with which the Trust has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

4. Any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than their investment adviser, principal underwriter, administrator or any affiliated person thereof;

5. A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

D.            Conflicts of interest not specifically enumerated. It is impractical to attempt to list in this Code all possible situations that could result in a conflict of interest. If a proposed transaction, interest, personal activity, or investment raises any concerns, questions or doubts, a Covered Officer should consult with the Chief Compliance Officer before engaging in such transaction or investment or pursuing such interest or activity. The Chief Compliance Officer shall review the facts and circumstances of the actual or potential conflict of interest in accordance with Section IV of these Procedures.

III. Disclosure and Compliance

A.            Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Trust.

B.            Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust’s Trustees and auditors, and to governmental regulators and self-regulatory organizations.

C.            Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trust, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust file with, or submit to, the SEC and in other public communications made by the Trust.

D.            It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

A. Responsibilities and conduct. Each Covered Officer must:

1. Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the appropriate Board that he or she has received, read, and understands the Code;

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2. Annually thereafter affirm to the appropriate Board that he or she has complied with the requirements of the Code;

3. Not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith; and

4. Notify the Chief Compliance Officer promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

B.             Chief Compliance Officer. The Chief Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Based on its review, the Chief Compliance Officer shall advise the Covered Officer that the proposed transaction, investment, interest or activity: (i) would not violate this Code; (ii) would not violate this Code only if conducted in a particular manner and/or subject to certain conditions or safeguards; or (iii) would violate the Code and is, therefore, prohibited.

C.             Waivers. A Covered Officer may request a waiver from a provision of this Code if there is a reasonable likelihood that a contemplated action would not involve an actual conflict of interest that this Code is designed to prevent. The Audit and Compliance Committee of the Board (the “Committee”) shall review and act upon any request for a waiver from any provision of the Code. The Committee shall disclose any waiver from a provision of the Code to the extent required by SEC rules or any other policy of the Trust or VCM.

D.             Enforcing the Code of Conduct. The Trust will adhere to the following procedures in investigating and enforcing this Code:

1. The Chief Compliance Officer will take all appropriate action to investigate any potential violations reported to him or her;

2. If, after such investigation, the Chief Compliance Officer believes that no violation has occurred, no further action is required;

3. Any matter that the Chief Compliance Officer believes is a violation shall be reported to the Committee; and

4. If the Committee concurs that a violation has occurred, it will inform the Board and make a recommendation of appropriate courses of action. The Board will consider and take appropriate action regarding the violation. The Board may among other things, notify VCM, the Trust’s administrator, or their Boards of Directors; recommend the assessment of a monetary penalty against the Covered Person; issue a formal written reprimand to, or recommend the dismissal of, the Covered Officer; require additional training by the violator; or recommend modifications to the Trust’s policies and procedures.

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V. Other Policies and Procedures

This Code shall be the sole code of conduct adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies relating to that section. Insofar as other policies or procedures of the Trust, the Trust’s investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Codes of Ethics under Rule 17j-1 under the Investment Company Act, and any insider trading policies are separate policies of the Trust, VCM, any sub-adviser or the principal underwriter that apply to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act) (the “Independent Trustees”). Any changes to this Code will, to the extent required, will be disclosed as provided by SEC rules.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than officers and Trustees of the Trust, the Trust’s investment adviser, administrator or sub-administrator, counsel to the Trust or counsel to the Independent Trustees.

VIII. Internal Use

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion.

Adopted:	July 1, 2019 (USAA Funds)
Amended:	N/A

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Exhibit A

Persons Covered by this Code of Conduct

USAA Mutual Funds Trust

Principal Executive Officer: Christopher K. Dyer, President

Principal Financial Officer: James De Vries, Treasurer

As of July 1, 2019

Exhibit B

Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by USAA Mutual Funds Trust (the Trust or the Funds), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:	/s/ Christopher K. Dyer
Print Name:	Christopher K. Dyer
Date:	08/25/2022

Exhibit B

Acknowledgement

Pursuant to the requirements of the Code of Conduct adopted by USAA Mutual Funds Trust (the Trust or the Funds), I hereby acknowledge and affirm that I have received, read and understand the Code and agree to adhere to and abide by the letter and spirit of its provisions.

Signature:	/s/ James De Vries
Print Name:	James De Vries
Date:	08/25/2022

Exhibit C

Annual Certification

Pursuant to the requirements of the Code of Conduct adopted by USAA Mutual Funds Trust (the Trust or the Funds), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:	/s/ Christopher K. Dyer
Print Name:	Christopher K. Dyer
Date:	08/25/2022

Exhibit C

Annual Certification

Pursuant to the requirements of the Code of Conduct adopted by USAA Mutual Funds Trust (the Trust or the Funds), I hereby acknowledge and affirm that since the date of the last annual certification given pursuant to the Code, I have complied with all requirements of the Code.

Signature:	/s/ James De Vries
Print Name:	James De Vries
Date:	08/25/2022

EX-99.CERT

Exhibit 99.CERT

CERTIFICATIONS

I, Christopher K. Dyer, certify that:

1. I have reviewed this report on Form N-CSR of USAA Mutual Funds Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 2, 2023	/s/ Christopher K. Dyer
Date	Christopher K. Dyer
	Principal Executive Officer

CERTIFICATIONS

I, James K. De Vries, certify that:

1. I have reviewed this report on Form N-CSR of USAA Mutual Funds Trust (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 7, 2023	/s/ James K. De Vries
Date	James K. De Vries
	Principal Financial Officer

EX-99.906 CERT

Exhibit 99.906CERT

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2022 of USAA Mutual Funds Trust (the “Registrant”).

I, Christopher K. Dyer, the Principal Executive Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

March 2, 2023

Date

/s/ Christopher K. Dyer

Christopher K. Dyer

Principal Executive Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2022 of USAA Mutual Fund Trust (the “Registrant”).

I, James K. De Vries, the Principal Financial Officer of the Registrant, certify that, to the best of my knowledge:

1. the Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

March 7, 2023

Date

/s/ James K. De Vries

James K. De Vries

Principal Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of Form N-CSR or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.