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 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,

The past year has been anything but dull for investors. On one hand there are numerous factors that could have (and still might) derail the longest-ever bull market in U.S. equities. Yet stocks remained resilient throughout the most recent annual reporting period ended October 31, 2019, and despite periods of tumult, the bull market has endured.

The S&P 500^® Index managed to post impressive gains of nearly 14% for the 12-months ended October 31, 2019, bouncing back smartly after a precipitous drop late in 2018. The move higher supports the notion that underlying fundamentals of U.S. companies drive performance, rather than the political rancor and headline fears that often capture the attention of investors. As just one example, approximately three quarters of S&P 500 companies exceeded earnings expectations in the most recent quarter ended September 30, 2019, according to FactSet.

Perhaps we should not be surprised at the positive earnings news given that the domestic economy remains on solid footing. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted and the U.S. Federal Reserve (the "Fed") has taken an accommodative stance (ever since its abrupt pivot in late 2018). In fact, the Fed has cut interest rates by a total of 0.75% over the past three meetings in July, September, and October. There is evidence that the Fed may move further in its attempt to aid and extend the economic expansion, which is likely to be welcomed by equities.

Still, it is important to remember that it has not been smooth sailing for investors. In addition to a steep drawdown late last year, in August 2019 the yield on 10-year U.S. Treasuries fell below the 2-year yield. Such an inversion not only created challenges for fixed-income investors, but it caused quite the commotion since it is heralded as a possible harbinger for recession. Since then, however, the yield curve has returned to its more normal upward slope.

Another factor periodically roiling markets has been U.S. trade policy. As we approached the end of the Funds' annual reporting period, optimism abounded regarding a resolution to the trade dispute, and domestic stocks were again flirting with record highs. However, the recent trade turmoil is still a wildcard without a clear resolution, and any prolonged uncertainty could impact economic growth both domestically and globally.

So while the most recent annual reporting period was constructive for most stock markets, ample risks remain. Yet it is these very risks — these cross-currents — that create pricing dislocations. This is an environment in which we believe our Victory Capital independent investment franchises can thrive.

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

Victory Equity Funds (Unaudited)

Victory Diversified Stock Fund

Portfolio Holdings

As a Percentage of Total Investments

Commentary

The Victory Diversified Stock Fund (the "Fund") seeks to provide long-term growth of capital. For the fiscal year ended October 31, 2019, the Fund delivered a total return of 12.27% (Class A Shares at net asset value), underperforming the S&P 500^® Index (the "Index"), which had a return of 14.33%. Recent relative performance has shown improvement, and relative performance since the start of the second half of this fiscal year (since the end of April) has been slightly positive. For the fiscal year ended October 31, 2019, the Fund's smaller size, value-tilt, and positive beta/volatility exposure detracted from results, as did sector allocation (cash drag, overweight Financials, underweight Real Estate). Good stock selection in Consumer Discretionary, Energy, and Communication Services was offset by challenges in Health Care, Financials, and Industrials.

In Consumer Discretionary, the Fund's outperformance was mostly driven by its retail holdings, with Target Corporation, the U.S.-based general merchandise retailer with approximately 1,800 stores nationally, one of our top performers. We believe the company is one of the few winners in an otherwise tough retail environment, recently posting a strong beat-and-raise quarter highlighted by strong same-store-sales and double-digit EPS growth. In Energy, the Fund benefited both from its underweight positioning in exploration & production/equipment names as well as good performance from its positions in refiners Phillips 66 and Valero Energy Corp. Demand and prices for refined products have held up reasonably well in the United States, while cash flow and capital allocation stability also improve the attractiveness of the group relative to other Energy industries. At the same time, weakening global growth continues to weigh on the demand outlook for crude oil, while we have generally seen disappointing production results coupled with higher-than-expected capital expenditure spending within the exploration & production space. In Communication Services, the Fund's outperformance was driven by its holdings in Nexstar Broadcasting Group, Inc., ("Nexstar") one of the largest owners of broadcast television stations in the United States. Nexstar performed well last year on strong political ad spend and an accretive acquisition of Tribune Publishing Company. The Fund sold its shares in early May after a strong run up in the stock price.

In Health Care, the Fund had some industry headwinds, mostly from its overweight positioning in managed care and facilities names due to ongoing regulatory concerns heading into the 2020 election (i.e. "Medicare for All"). In Financials, performance was hampered by the Fund's overweight position in regional banks, investment banks, and asset management, none of which held up well as concerns manifested around economic growth and lower interest rates. Selection challenges in Industrials was mostly due to the Fund's position in Comfort Systems USA, Inc., a business services provider focused on HVAC, fire protection, electrical system, and plumbing. The company reported a disappointing quarter and reset revenue and gross margin expectations. Given the challenging manufacturing backdrop

Victory Equity Funds (Unaudited)

Victory Diversified Stock Fund (continued)

(largest end market) coupled with weak Architecture Billings Index (ABI) readings, we believe business momentum will be challenged over the near-term and exited our position in the company.

At period end, the Fund had overweight allocations to the Technology, Communication Services, and Industrials sectors. Within Technology, the Fund's largest active industry weights are in distribution, system software, and data processing. In Communication Services, the Fund had large overweight allocations in interactive media, wireless telecommunications, and cable & satellite. In Industrials, our biggest active weights are in construction & engineering and trading companies & distributors. The Fund maintained underweight allocations to the Utilities, Health Care, Materials, Financials, and Real Estate sectors. Overall, the style had positive exposure to growth, earnings yield, and highly profitable companies, with a smaller size bias.