Table of Contents (continued)

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

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

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

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

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

Call Victory at:

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

Visit our website at:

www.vcm.com

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Victory Funds Letter to Shareholders

Dear Shareholder,

Although the bull market in equities has continued running, the annual period ended June 30, 2019, was not without its missteps and surprises. Chief among these was an abrupt pivot from the U.S. Federal Reserve ("Fed") in late 2018. Against the backdrop of rapidly falling equities in the fourth quarter of last year, the Federal Open Market Committee ("FOMC") signaled that its next policy move would be to lower — not increase — short-term interest rates. Naturally, stocks cheered this pivot in policy, which helped reverse their momentary stumble. The bulls were off and running again, and as of June 30, 2019, the S&P 500 Index^® was flirting with another all-time high.

The S&P 500 Index's¹ total annual return clocked in at 10.42% for the 12-month period ended June 30, 2019. The relatively strong, albeit sometimes bumpy, performance of domestic stocks was broad-based during the period, though large capitalization stocks as a category outperformed their small-cap counterparts. Despite the sometimes-dire headlines and concerns about the waning impact of fiscal stimulus, the market's performance generally illustrates strength in the underlying U.S. economy and labor market. Certainly there are ample concerns, including global growth rates, the inversion of the yield curve, and ongoing trade disputes, but these worries have been countered by rising expectations for a more accommodative Fed. In fact, recent pricing of Fed Funds futures are factoring additional rate cuts as a near certainty.

Although investors seem to be rejoicing over a continuing sustainable environment for stocks — one that includes an accommodative monetary policy, tepid inflation, robust job growth, and steady consumer spending — we think it's equally important to understand the reasons behind the Fed's pivot from a hawkish to neutral (or dovish) policy. Among other reasons, it was a tacit acknowledgment that risks to global growth were mounting.

On one hand it's easy to understand the economy's robust performance. The domestic economy is on solid ground, and there is room for some optimism regarding the direction of short-term interest rates. Then again, the recent trade turmoil is still a wildcard without a clear resolution in sight, and any prolonged uncertainty could impact economic growth domestically and globally. The trade turmoil might also upend global supply chains, which could be detrimental to large swaths of the market.

Given that the current run in stocks is more than a decade old, it's important for investors to keep in perspective that the bull cannot run forever. Investing is not without risks, and there are cross-currents that need to be monitored and navigated. Nevertheless, we continue to believe that Victory Capital's independent investment franchises can excel in this tricky environment thanks to their commitment to risk management, among many other reasons. Moreover, many of our investment managers welcome an environment that often creates short-term pricing dislocations that may benefit astute investors.

On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial

advisor. Or, if you invest with us directly, you may call (800) 539-3863, or visit our website at www.vcm.com.

My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.

Christopher K. Dyer, CFA

President,
Victory Funds

¹The S&P 500 Index, 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. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. It is not possible to invest directly in an index.

Investing involves market risk, including the potential loss of principal. Past performance does not guarantee future performance results.

Victory Integrity Discovery Fund

Portfolio Holdings

As a Percentage of Total Investments

Review

The Victory Integrity Discovery Fund ("The Fund") seeks to provide capital appreciation. The Fund returned -12.02% (Class A Shares at net asset value) for the fiscal year ended June 30, 2019, underperforming the Russell Microcap Value^® Index ("Index"), which returned -10.91% during the period. The top performing sectors within the Index were Utilities, Real Estate and Information Technology while Energy, Materials, Consumer Discretionary and Health Care were the weakest performing sectors. Stock selection in Financials and Energy detracted from the Fund's performance, while security selection in Information Technology and Consumer Discretionary were positives. Sector weights were a positive on the Fund's performance relative to the Index due to an underweight position in Energy, which significantly underperformed. From a style perspective, the Fund's holdings on average had higher earnings growth relative to the Index, and this was a tailwind. Conversely, the Fund's higher beta detracted relative to the Index.

Within Financials, banks and insurance companies were the most notable detractors to the Fund's performance. The Fund's average bank underperformed (-13.7% versus -9.0%). We missed owning some of the better performing banks and were also hurt by our ownership of more liquid banks, as the least liquid banks outperformed. Not owning the best performing insurance company cost the portfolio 71 basis points. Cowen Inc. Class A (COWN), a financial services company, was the most significant positive within Financials, advancing more than 24% as it produced solid results.

The Energy sector was the worst performing sector and the Fund's average holding underperformed relative to the Index. The sector was negatively impacted by falling crude oil prices driven by supply/demand concerns, along with takeaway capacity and infrastructure-related issues. Lilis Energy, Inc. (LLEX) and Sanchez Energy Corp. (SN) also detracted from the Fund's performance. The combination of higher leverage and some infrastructure limitations that constrained production hurt Lilis Energy. Higher leverage and operational setbacks were material headwinds for Sanchez Energy.

i3 Verticals, Inc. Class A (IIIV) was the top contributor to the Fund's performance within Technology. The company announced the acquisition of Pace Payment Systems, which will be accretive in FY20. The company continues to make accretive acquisitions in the Public and Education verticals. Diebold Nixdorf Inc. (DBD) was another notable contributor. It posted better than expected results and guidance, benefiting from improved profitability resulting from restructuring activities. Additionally, management significantly increased their cost-cutting estimate.

K12 Inc. (LRN) and Motorcar Parts of America, Inc. (MPAA) were the largest contributors to the Fund's performance within Consumer Discretionary. K12 Inc. (LRN) delivered strong earnings and guidance, driven by solid organic enrollment growth. Motorcar Parts of America, Inc. (MPAA) has produced solid results amidst skepticism related to auto parts companies. Carrols Restaurant Group, Inc. (TAST) was a weak performer within Consumer

Victory Integrity Discovery Fund (continued)

Discretionary. Tough comparisons, a difficult promotional environment, and disappointing results weighed on the shares of Carrols Restaurant Group.

Outlook

We don't think value investing, or growth investing for that matter, will ever be dead. Markets cycle from extreme to extreme. The question we need to answer as value investors is "has the market gone to an extreme?" We don't want to repeat the history of value investors that got too aggressive too early in the mid to late 1990s. Valuations have gotten more attractive on a relative basis, and valuation spreads have widened out in several sectors. However, we don't find them compelling enough to make an aggressive, deeper value bet in the portfolio. In addition, we don't find the macro environment conducive to sustained value outperformance. Low rates do favor longer duration assets, while a weak global economy and the trade war do not make a strong argument for heavy cyclicality.

Over the last nine months we have reduced the cyclicality of the portfolio, much of it coming during the sell-off in the fourth quarter of 2018 when valuation spreads compressed, and we were able to trade up to more stable companies at a low price. We are comfortable maintaining current positioning until we see better valuations and improved risk/reward opportunities.