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

811-04852

 

Victory Portfolios

(Exact name of registrant as specified in charter)

 

4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio

 

44144

(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:

800-539-3863

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2019

 

 


 

Item 1. Reports to Stockholders.

 


December 31, 2019

Annual Report

Victory INCORE Investment Quality Bond Fund

Victory INCORE Low Duration Bond Fund

Victory High Yield Fund

Victory Tax-Exempt Fund

Victory High Income Municipal Bond Fund

Victory Floating Rate Fund

Victory Strategic Income Fund

Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



Victory Portfolios

Table of Contents

Shareholder Letter (unaudited)

   

5

   

Fund Review and Commentary (unaudited)

   

7

   

Financial Statements

 

The Victory Fixed Income Funds

 

Victory INCORE Investment Quality Bond Fund

 

Schedule of Portfolio Investments

   

27

   

Statements of Assets and Liabilities

   

62

   

Statements of Operations

   

65

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

76-77

   

Victory INCORE Low Duration Bond Fund

 

Schedule of Portfolio Investments

   

34

   

Statements of Assets and Liabilities

   

62

   

Statements of Operations

   

65

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

78-79

   

Victory High Yield Fund

 

Schedule of Portfolio Investments

   

40

   

Statements of Assets and Liabilities

   

62

   

Statements of Operations

   

65

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

80-81

   

Victory Tax-Exempt Fund

 

Schedule of Portfolio Investments

   

45

   

Statements of Assets and Liabilities

   

63

   

Statements of Operations

   

66

   

Statements of Changes in Net Assets

   

71-73

   

Financial Highlights

   

82-83

   

Victory High Income Municipal Bond Fund

 

Schedule of Portfolio Investments

   

48

   

Statements of Assets and Liabilities

   

63

   

Statements of Operations

   

66

   

Statements of Changes in Net Assets

   

71-73

   

Financial Highlights

   

84-85

   

Victory Floating Rate Fund

 

Schedule of Portfolio Investments

   

51

   

Statements of Assets and Liabilities

   

63

   

Statements of Operations

   

66

   

Statements of Changes in Net Assets

   

71-73

   

Financial Highlights

   

86-87

   

Victory Strategic Income Fund

 

Schedule of Portfolio Investments

   

56

   

Statement of Assets and Liabilities

   

64

   

Statement of Operations

   

67

   

Statements of Changes in Net Assets

   

74-75

   

Financial Highlights

   

88-89

   


1



Table of Contents (continued)

Notes to Financial Statements

   

90

   
Report of Independent Registered Public
Accounting Firm
   

107

   

Supplemental Information (unaudited)

   

108

   

Trustee and Officer Information

    108    
Proxy Voting and Form Portfolio Holdings
Information
    111    

Expense Examples

    111    

Additional Federal Income Tax Information

    113    

Advisory Contract Approval

    114    


2



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


3



This page is intentionally left blank.


4



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

As we turn the page into a new decade, it's hard not to reflect on the fact that we have been enjoying the longest-ever bull market in U.S. equities. The run has been impressive, and despite periods of tumult and plenty of negative news, the bull market endured throughout 2019.

For the annual reporting period ended December 31, 2019, the S&P 500® Index posted impressive gains of 31.49%. This represents the greatest one-year gain since 2013 and also illustrates a swift bounce-back 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.

Perhaps we shouldn't be surprised at the impressive performance of equities. The U.S. economy — the world's largest — remains on solid footing and has been a key driver of both domestic and international stocks. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted, and the Federal Reserve (the Fed) and other major global central banks have taken an accommodative stance. In fact, the Fed has cut interest rates by a total of 0.75% over three meetings last July, September and October.

The risk-on attitudes of investors, coupled with the accommodative monetary policy, had an expected impact on U.S. Treasury yields. The 10-year Treasury yield declined significantly over the course of 2019, falling from 2.66% to 1.92% at year-end. More interesting, however, was the fact that, the yield on 10-year Treasurys fell below shorter-term yields for the first time since before the 2007-2008 Global Financial Crisis. This inverted yield curve spooked investors for a spell, only to revert back to a traditional upward sloping yield curve by the end of the year.

The robust domestic economy, low interest rates, and ample liquidity from central banks provided a potent tonic for the stock market in 2019. In fact, at year-end 2019, the S&P 500® Index was approaching its highest valuation level since 1999. This reminds all of us to retain some historical context on the bull market. Many of us remember the Global Financial Crisis and, before that, the collapse of the dot-com bubble. Although those are now but a distant memory (and we are not forecasting such tumult), we should not forget that stocks don't always go up and cycles don't last forever. In other words, valuations still matter.

The key point is not to discount the risks. In addition to lofty valuations, investors need to keep apprised of trade disputes, geopolitical hotspots, a contentious U.S. election, and a host of other potential headwinds. Yet it is these very risks — these cross-currents — that may 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


5



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


6



Victory Fixed Income Funds (Unaudited)

Victory INCORE Investment Quality Bond Fund

Portfolio Holdings

As a Percentage of Total Investments

Commentary

Following a small dip in early October, interest rates and stocks both took a steep trip higher in Q4 concluding an impressive year for both stocks and bonds. Themes driving 2019 returns included an about face on monetary policy by the U.S. Federal Reserve, a global reach for yield driven by negative interest rate policies in Japan and Europe, a resilient U.S. consumer, and easing trade tensions.

Taking its cues from market volatility in late 2018 and early 2019, the Federal Reserve quickly changed course from their December 2018 stance of "auto-pilot" on quantitative tightening, and the need for more interest rate increases in 2019. As the yield curve inverted in Q3, the Federal Reserve responded by lowering the Federal Funds Target Rate by .75% over three meetings. In late Q3 and Q4, repurchase rate volatility inspired the Federal Reserve to end quantitative tightening and instead expand their balance sheet by purchasing $173 billion in U.S. Treasury securities, the bulk of the purchases being in U.S. Treasury bills. Chairman Powell convinced board members to cut rates enough to un-invert the yield curve, and moved them to a low-inflation, rates-lower-for-longer outlook. This policy reversal moved longer term yields lower by nearly 1% for the year, providing the bond market with strong absolute returns in 2019. Negative interest rate policies in Japan and Europe also drove international investors to the U.S. bond market in search of positive yields, and lower rates domestically inspired U.S. investors to reach for yield, providing an even greater boost to corporate bond returns relative to U.S. Treasuries.

The U.S. consumer, not surprisingly, remained confident and seemingly willing to spend. U3 (U.S. official) unemployment rate is at 3.5%, and U6 (broader measure) unemployment rate is at 6.7% and trending lower, and are both at generational lows. The percentage of U.S. workers who perceive jobs as plentiful versus those who perceive jobs as hard to get are at levels not seen since the records set in the late 1990s, and personal income grew 3.9% over the year. This confidence reflected in retail sales which grew at a 5.8% annual rate, ending the year with strong holiday sales and counterbalancing lackluster business investment due to trade tensions, and driving U.S. GDP to grow at 2.3% with inflation running at a benign 1.6%.

Progress in trade negotiations late in the year brightened the outlook for business and investment, moving markets higher at the end of the year. After months of negotiations to modify the USMCA trade deal with Canada and Mexico, the treaty was passed by the House of Representatives in December, and may be ratified by the Senate soon. Progress was also made with China as a Phase 1 trade deal was scheduled to be signed on January 15.

The Victory INCORE Investment Quality Bond Fund (the "Fund") seeks to provide a high level of current income and capital appreciation without undue risk to principal. For the year ended December 31, 2019, the Fund (Class A Shares at net asset value) returned 7.49%, trailing the Bloomberg Barclays U.S. Aggregate Bond Index which returned 8.72%. The bulk of underperformance came from sector allocation in Q1, as we took a cautious stance and entered the year underweight corporate bond exposure and overweight mortgage-backed securities. Interest rate and yield curve positioning were small detractors for the year, as was credit selection.


7



Victory Fixed Income Funds (Unaudited)

Victory INCORE Investment Quality Bond Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

2/16/93

 

8/7/00

 

5/15/01

 

5/12/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Bloomberg
Barclays U.S.
Aggregate
Bond Index1
 

One Year

   

7.49

%

   

5.33

%

   

6.65

%

   

5.65

%

   

7.14

%

   

7.76

%

   

8.72

%

 

Three Year

   

3.38

%

   

2.70

%

   

2.52

%

   

2.52

%

   

2.98

%

   

3.63

%

   

4.03

%

 

Five Year

   

2.67

%

   

2.25

%

   

1.78

%

   

1.78

%

   

2.27

%

   

2.87

%

   

3.05

%

 

Ten Year

   

3.73

%

   

3.52

%

   

2.89

%

   

2.89

%

   

3.33

%

   

3.95

%

   

3.75

%

 

Since Inception

   

4.80

%

   

4.73

%

   

3.83

%

   

3.83

%

   

4.01

%

   

4.40

%

   

N/A

   

Expense Ratios

 

Gross

  1.13%   2.10%   1.69%   1.12%      
With Applicable
Waivers
  0.90%   1.77%   1.30%   0.66%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory INCORE Investment Quality Bond Fund — Growth of $10,000

1The Bloomberg Barclays U.S. Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index that is not available for direct investment. There are no expenses associated with the index while there are expenses associated with the Fund.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


8



Victory Fixed Income Funds (Unaudited)

Victory INCORE Low Duration Bond Fund

Portfolio Holdings

As a Percentage of Total Investments

Commentary

Following a small dip in early October, interest rates and stocks both took a steep trip higher in Q4 concluding an impressive year for both stocks and bonds. Themes driving 2019 returns included an about face on monetary policy by the U.S. Federal Reserve, a global reach for yield driven by negative interest rate policies in Japan and Europe, a resilient U.S. consumer, and easing trade tensions.

Taking its cues from market volatility in late 2018 and early 2019, the Federal Reserve quickly changed course from their December 2018 stance of "auto-pilot" on quantitative tightening, and the need for more interest rate increases in 2019. As the yield curve inverted in Q3, the Federal Reserve responded by lowering the Federal Funds Target Rate by .75% over three meetings. In late Q3 and Q4, repurchase rate volatility inspired the Federal Reserve to end quantitative tightening and instead expand their balance sheet by purchasing $173 billion in U.S. Treasury securities, the bulk of the purchases being in U.S. Treasury bills. Chairman Powell convinced board members to cut rates enough to un-invert the yield curve, and moved them to a low-inflation, rates-lower-for-longer outlook. This policy reversal moved longer term yields lower by nearly 1% for the year, providing the bond market with strong absolute returns in 2019. Negative interest rate policies in Japan and Europe also drove international investors to the U.S. bond market in search of positive yields, and lower rates domestically inspired U.S. investors to reach for yield, providing an even greater boost to corporate bond returns relative to U.S. Treasuries.

The U.S. consumer, not surprisingly, remained confident and seemingly willing to spend. U3 (U.S. official) unemployment rate is at 3.5%, and U6 (broader measure) unemployment rate is at 6.7% and trending lower, and are both at generational lows. The percentage of U.S. workers who perceive jobs as plentiful versus those who perceive jobs as hard to get are at levels not seen since the records set in the late 1990s, and personal income grew 3.9% over the year. This confidence reflected in retail sales which grew at a 5.8% annual rate, ending the year with strong holiday sales and counterbalancing lackluster business investment due to trade tensions, and driving U.S. GDP to grow at 2.3% with inflation running at a benign 1.6%.

Progress in trade negotiations late in the year brightened the outlook for business and investment, moving markets higher at the end of the year. After months of negotiations to modify the USMCA trade deal with Canada and Mexico, the treaty was passed by the House of Representatives in December, and may be ratified by the Senate soon. Progress was also made with China as a Phase 1 trade deal was scheduled to be signed on January 15.

The Victory INCORE Low Duration Bond Fund (the "Fund") seeks to provide a high level of current income consistent with preservation of capital. For the year ended December 31, 2019, the Fund (Class A Shares at net asset value) returned 3.51%, slightly trailing the Bloomberg Barclays U.S. Government 1-3 year Bond Index which returned 3.59%. The Fund was positioned relatively defensively early in the year, while duration and yield curve positioning were slight detractors.


9



Victory Fixed Income Funds (Unaudited)

Victory INCORE Low Duration Bond Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

7/30/03

 

7/30/03

 

7/30/03

 

5/12/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Bloomberg
Barclays U.S.
Government 1-3
Year Bond Index1
 

One Year

   

3.51

%

   

1.45

%

   

2.81

%

   

1.81

%

   

3.17

%

   

3.76

%

   

3.59

%

 

Three Year

   

1.90

%

   

1.23

%

   

1.15

%

   

1.15

%

   

1.50

%

   

2.14

%

   

1.86

%

 

Five Year

   

1.60

%

   

1.20

%

   

0.83

%

   

0.83

%

   

1.19

%

   

1.84

%

   

1.40

%

 

Ten Year

   

1.75

%

   

1.54

%

   

0.99

%

   

0.99

%

   

1.34

%

   

1.98

%

   

1.25

%

 

Since Inception

   

2.42

%

   

2.30

%

   

1.65

%

   

1.65

%

   

2.01

%

   

2.23

%

   

N/A

   

Expense Ratios

 

Gross

  0.90%   1.68%   1.87%   0.68%      
With Applicable
Waivers
  0.85%   1.62%   1.27%   0.62%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory INCORE Low Duration Bond Fund — Growth of $10,000

1The Bloomberg Barclays U.S. Government 1-3 Year Bond Index is generally considered to be representative of U.S. government bonds with maturities between one and three years. The Bloomberg Barclays U.S. Government 1-3 Year Bond Index is an unmanaged index that is not available for direct investment. There are no expenses associated with the index, while there are expenses associated with the Fund.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


10



Victory Fixed Income Funds (Unaudited)

Victory High Yield Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Discussion

The Victory High Yield Fund (the "Fund") seeks to provide current income. Capital appreciation is a secondary objective. For the year ended December 31, 2019, the Bloomberg Barclays U.S. Corporate High Yield Index (the "Index") rose 14.32% while the Fund returned 14.90% (Class A Shares at net asset value).

Security selection, particularly at the lower end of the ratings scale and in gaming and pharmaceuticals, was the source of the Fund's outperformance. The Fund's underweight position in the volatile energy sector also was a key contributor to its relative performance.

Asset allocation, specifically the Fund's out-of-Index allocation to floating rate bank loans, detracted from its performance relative to the Index, as did the Fund's underweight position in BB-rated bonds and security selection in manufacturing.

Portfolio Review

We slightly decreased our exposure to floating rate loans in the second half of the year, sometimes swapping out loans to add to existing high-yield bond positions from the same issuer. Our exposure to loans remained substantial, however, as their underperformance relative to high-yield bonds created some compelling relative value opportunities.

Despite the possibility of idiosyncratic rallies in Energy, particularly in response to geopolitical events, we continued to anticipate further deterioration in what we believe is an unfavorable supply and demand dynamic for oil, and thus we remained cautious about the sector.

We continued to view valuations in the higher-quality segment of the market as unattractive. We increased the Fund's CCC-rated exposure over the course of the year given our desire to capture excess return from company-specific opportunities while remaining nimble enough to reduce exposure quickly if necessary.

Market Review

After a woeful 2018, securities markets roared back in 2019. Returns of 25% or more were commonplace among major equity indexes and returns for traditionally riskier fixed-income asset classes also broke into the double digits as the U.S. Federal Reserve (the "Fed") and other central banks around the world reassured investors and encouraged risk taking by cutting interest rates.

The rally defied a daunting array of real and potential threats at home and abroad: cooling economies and heated politics; trade disputes; volatile energy prices; Brexit drama; the impeachment of President Trump; high valuations for many asset classes; and potential early warning signs of recession in the U.S. Treasury market. While these concerns caused bursts of anxiety, investors mostly took comfort from central bank support, steady (if lackluster) economic growth, extremely low unemployment, and strong consumer spending.


11



Victory Fixed Income Funds (Unaudited)

Victory High Yield Fund (continued)

The S&P 500® Index returned 31.5% for the year, its best showing since 1997. In fixed income, the 10-year Treasury returned 8.9%.

High Yield Market Review

What a difference 12 months made. At the end of 2018, the high-yield market was unloved, with yields approaching 8.0%. It seemed unthinkable that all would be forgiven another year into one of the longest positive credit cycles in memory, but that's what happened.

The Index advanced in bursts during the year with strong rallies in January, June, and December. The January 2019 advance was a Fed-fueled rebound from a sharply oversold December 2018; the June rally was triggered by both the Fed and an improvement in the trade outlook; and December brought a potent surge for riskier assets.

Quality led the way in 2019 with each successive rating category outperforming the one below it. At a time when riskier assets generally outperformed, the underperformance of CCC-rated bonds may seem like something of an enigma. The explanation was that this category contained a high percentage of distressed and defaulting energy companies. Excluding energy and commodities, CCC-rated bonds posted a respectable 12.0% annual return.

High Yield Market Outlook

The end of 2019 presented a mirror image of the high-yield market at the end of 2018. The year's rebound brought low absolute yields, tight credit spreads, lower coupon income, and increased sensitivity to increases in interest rates. Given these Index characteristics, investors could be forgiven for wondering what could possibly go....right?

With the Index as a whole, possibly not much. But with a highly selective, deeply researched, and focused portfolio, we believe there's still plenty that could go right.

The Index ended 2019 with rich valuations. Fully two-thirds of bonds in it were trading with yields below the 5.4% mean and 41% traded to a yield below 4.0%. Contrast this with year-end 2018 when only 3.6% of the Index traded to a yield below 4.0%. We believe that selectiveness is now more important than ever, and employing a concentrated, high-conviction strategy could potentially avoid the risk of owning low-yielding "passengers" that contribute little and dilute returns.

Sector risks also underscore the importance of research and selection. The high-yield market has experienced an increase in stressed companies in Energy, Health Care, Retail, and Telecommunication, which together accounted for over 36% of the Index at year-end. Skillfully navigating or avoiding these industries could significantly distinguish portfolio returns from Index returns.

New issues are likely to present their own risks in 2020. Issuance is expected to decline from 2019 levels and a scarcity of deals could continue to produce overly generous terms for borrowers, including some unrealistic valuations at levels not seen since near the end of the previous credit cycle in 2007.

Throughout the year, our strategy continued to focus on mid- to lower-rated issues that we believed had clear catalysts for improvement. At the same time, we continued to choose certain high-quality secured loans over bonds, often from the same issuer, given loans' more attractive valuations and minimal duration risk.


12



The Victory Fixed Income Funds (Unaudited)

Victory High Yield Fund (continued)

Overall Market Outlook

We believe that while the Fed's renewed focus on supporting economic growth may bear fruit slowly for the U.S. economy, it had a meaningful impact on securities markets throughout 2019. We believe that much will continue to depend on whether investors view the Fed and its peers around the world as both committed to supporting growth and capable of doing so. We would note that a market leaning too heavily on central bank support could be fragile if the Fed proves unwilling or unable to prevent a downturn. We continue to view global growth concerns, domestic politics, trade tensions, and energy prices as key potential catalysts for shifts in risk.

As we attempt to balance the genuine benefit of current Fed policy and the minimal risk of imminent recession with the fact that the economy is decelerating and there are few obvious catalysts to boost returns, we believe it is important to take a highly selective approach rather than counting on broad-based spread tightening.


13



Victory Fixed Income Funds (Unaudited)

Victory High Yield Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

9/1/98

 

8/7/00

 

5/15/01

 

5/12/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Bloomberg
Barclays U.S.
Corporate High Yield
Index1
 

One Year

   

14.90

%

   

12.54

%

   

14.24

%

   

13.24

%

   

14.48

%

   

15.25

%

   

14.32

%

 

Three Year

   

8.20

%

   

7.47

%

   

7.49

%

   

7.49

%

   

7.84

%

   

8.49

%

   

6.37

%

 

Five Year

   

6.89

%

   

6.47

%

   

6.18

%

   

6.18

%

   

6.50

%

   

7.17

%

   

6.13

%

 

Ten Year

   

7.23

%

   

7.02

%

   

6.48

%

   

6.48

%

   

6.82

%

   

7.48

%

   

7.57

%

 

Since Inception

   

6.09

%

   

5.99

%

   

5.49

%

   

5.49

%

   

6.29

%

   

8.93

%

   

N/A

   

Expense Ratios

 

Gross

  1.12%   1.84%   1.35%   0.97%      
With Applicable
Waivers
  1.00%   1.70%   1.35%   0.76%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory High Yield Fund — Growth of $10,000

1The Bloomberg Barclays U.S. Corporate High Yield Index is generally considered to be representative of the investable universe of the U.S.-dominated high yield debt market. The Bloomberg Barclays U.S. Corporate High Yield Index is not available for direct investment. There are no expenses associated with the index, while there are expenses associated with the Fund.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


14



Victory Fixed Income Funds (Unaudited)

Victory Tax-Exempt Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Discussion

The Victory Tax-Exempt Fund (the "Fund") seeks to maximize current income exempt from federal income taxes, consistent with the preservation of capital. For the year ended December 31, 2019, the Bloomberg Barclays Municipal Bond Index (the "Index") rose 7.54% while the Fund outperformed the benchmark Index, returning 8.82% (Class A Shares at net asset value).

Yield curve effects, asset allocation, and security selection all contributed to the Fund's outperformance of the Index. Security selection was strong in state and local general obligations and in health care.

Throughout a generally solid year for municipal bonds, we focused on longer-duration issues, while maintaining overweight exposures to Baa-rated and unrated bonds. As spreads compressed at the lower end of the ratings spectrum due to relatively tight supply and strong demand for mutual funds, this positioning had a favorable impact on performance relative to the Index.

Our positions remained substantially underweight in state general obligations and overweight in industrial bonds.

The Fund outperformed the Index in all but the second quarter, when negative security selection in lower-rated bonds, tobacco, and special tax bonds overshadowed other positive impacts. For the full year, the Fund's positioning in A-rated bonds detracted the most from its relative performance. Other detractors in 2019 included security selection in special tax and transportation and a small out-of-Index allocation to bonds rated below Baa3.

Market Review

After a woeful 2018, securities markets roared back in 2019. Returns of 25% or more were commonplace among major equity indexes and returns for traditionally riskier fixed-income asset classes also broke into the double digits as central banks around the world reassured investors and encouraged risk taking by cutting interest rates.

The rally defied a daunting array of real and potential threats at home and abroad: cooling economies and heated politics; trade disputes; volatile energy prices; Brexit drama; the impeachment of President Trump; high valuations for many asset classes; and potential early warning signs of recession in the U.S. Treasury market. While these concerns caused bursts of anxiety, investors mostly took comfort from central bank support, steady (if lackluster) economic growth, extremely low unemployment, and strong consumer spending.

The S&P 500® Index returned 31.5% for the year, its best showing since 1997. In fixed income, the 10-year Treasury returned 8.9% and the Bloomberg Barclays U.S. Aggregate Bond Index returned 8.7%. In a municipal market that enjoyed strong technical trends as well as an


15



Victory Fixed Income Funds (Unaudited)

Victory Tax-Exempt Fund (continued)

enthusiastic appetite for risk, the Bloomberg Barclays High Yield Municipal Bond Index returned 10.7%.

The market's momentum was firmly established by the potent rally in the first quarter after the U.S. Federal Reserve (the "Fed") dramatically reversed its formerly bullish tone on the U.S. economy and indicated it could soon switch from raising interest rates to cutting them, which it did three times during the year. The cuts came amid diminishing expectations for economic growth, escalating trade tensions, and a persistent inversion of the Treasury yield curve. In such inversions, which have been a reliable sign that a recession was coming within a year or two, yields on certain shorter-term Treasurys exceed yields on longer-term notes.

U.S. Economic Outlook

Despite the inversion, which has since resolved, most economists are not forecasting a recession within the year given the very low unemployment rate and generally positive, if diminished, economic momentum.

The Fed is estimating 2020 economic growth at or slightly below 2.0% and inflation slightly below its 2.0% target. Unemployment, most recently at 3.5%, is expected to remain below 4.0%.

Market Outlook

We believe that while the Fed's renewed focus on supporting economic growth may bear fruit slowly for the U.S. economy, it had a meaningful impact on securities markets throughout 2019. For the time being, investors appear wary but reassured that they will be somewhat protected by accommodative monetary policy, which helps soothe credit market volatility. We believe that much will continue to depend on whether investors view the Fed and its peers as both committed to supporting growth and capable of doing so. Relatively low rates leave central banks with less room to cut rates should they need to fight a recession.

Despite the prevailing market optimism, we believe it is important to take a disciplined approach to risk as valuations increase while the current expansion, already the longest ever, continues to age. We would note that a market leaning too heavily on central bank support could be fragile if the Fed proves unwilling or unable to prevent a downturn.

Municipal Outlook

We expect supply to remain ample in most ratings categories as issuers take advantage of steady demand and low interest rates. Individual investors dominate the municipal market, and many who live in high tax states are seeking out municipal assets to offset the loss of other tax deductions.

We continue to favor bonds from those states since we believe the relatively stable retail demand there can allow us to react quickly to rising interest rates or other negative developments in the market.

As always, we seek bonds that we believe represent a good value. Due to the number of issuers and the inherent inefficiencies in the municipal market, in-depth research remains a top priority for us.


16



Victory Fixed Income Funds (Unaudited)

Victory Tax-Exempt Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class Y

     

INCEPTION DATE

 

2/16/93

 

8/7/00

 

5/12/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Bloomberg
Barclays
Municipal
Bond Index1
 

One Year

   

8.82

%

   

6.68

%

   

7.97

%

   

6.97

%

   

9.06

%

   

7.54

%

 

Three Year

   

5.74

%

   

5.02

%

   

4.90

%

   

4.90

%

   

5.86

%

   

4.72

%

 

Five Year

   

3.67

%

   

3.26

%

   

2.87

%

   

2.87

%

   

3.81

%

   

3.53

%

 

Ten Year

   

4.08

%

   

3.87

%

   

3.27

%

   

3.27

%

   

4.22

%

   

4.34

%

 

Since Inception

   

4.66

%

   

4.58

%

   

3.93

%

   

3.93

%

   

4.43

%

   

N/A

   

Expense Ratios

 

Gross

  0.97%   1.78%   0.77%      
With Applicable
Waivers
  0.80%   1.60%   0.69%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Tax-Exempt Fund — Growth of $10,000

1The Bloomberg Barclays Municipal Bond Index is generally considered to be representative of the municipal bond market. The Bloomberg Barclays Municipal Bond Index is an unmanaged index that is not available for direct investment.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


17



Victory Fixed Income Funds (Unaudited)

Victory High Income Municipal Bond Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Discussion

The Victory High Income Municipal Bond Fund (the "Fund") seeks to provide a high current income exempt from federal income taxes with a secondary objective of capital appreciation. For the year ended December 31, 2019, the Bloomberg Barclays Municipal Bond Index (the "Index") rose 7.54% while the Fund outperformed the benchmark Index, returning 8.04% (Class A Shares at net asset value).

Yield curve effects, asset allocation, and security selection all contributed to the Fund's outperformance of the Index. Security selection was strong in state and local General Obligations, Transportation, and Leasing.

Throughout a generally solid year for municipal bonds, we focused on longer-duration issues, while maintaining overweight exposures to Baa-rated and unrated bonds. As spreads compressed at the lower end of the ratings spectrum due to relatively tight supply and strong demand for mutual funds over the course of the year, this positioning had a favorable impact on performance relative to the Index.

Our positions remained substantially underweight in state general obligations and overweight in industrial and special tax bonds.

The Fund outperformed the Index in all but the second quarter, when negative security selection in A and Baa-rated bonds, Tobacco, Housing, and Health Care overshadowed other positive impacts. For the full year, the Fund's modest allocation to unrated bonds detracted the most from its relative performance. Other detractors in 2019 included both security selection and asset allocation in housing, and security selection in A-rated bonds.

In a municipal market that enjoyed strong technical trends as well as an enthusiastic appetite for risk, the Bloomberg Barclays High Yield Municipal Bond Index, which is the Fund's secondary index, returned 10.7%. That index consists mostly of bonds rated below investment grade, whereas the Fund is primarily investment grade.

Market Review

After a woeful 2018, securities markets roared back in 2019. Returns of 25% or more were commonplace among major equity indexes and returns for traditionally riskier fixed income asset classes also broke into the double digits as central banks around the world reassured investors and encouraged risk taking by cutting interest rates.

The rally defied a daunting array of real and potential threats at home and abroad: cooling economies and heated politics; trade disputes; volatile energy prices; Brexit drama; the impeachment of President Trump; high valuations for many asset classes; and potential early warning signs of recession in the U.S. Treasury market. While these concerns caused bursts of anxiety, investors mostly took comfort from central bank support, steady (if lackluster) economic growth, extremely low unemployment, and strong consumer spending.


18



Victory Fixed Income Funds (Unaudited)

Victory High Income Municipal Bond Fund (continued)

The S&P 500® Index returned 31.5% for the year, its best showing since 1997. In fixed income, the 10-year U.S. Treasury returned 8.9% and the Bloomberg Barclays U.S. Aggregate Bond Index returned 8.7%.

The market's momentum was firmly established by the potent rally in the first quarter after the U.S. Federal Reserve (the "Fed") dramatically reversed its formerly bullish tone on the U.S. economy and indicated it could soon switch from raising interest rates to cutting them, which it did three times during the year. The cuts came amid diminishing expectations for economic growth, escalating trade tensions, and a persistent inversion of the Treasury yield curve. In such inversions, which have been a reliable sign that a recession was coming within a year or two, yields on certain shorter-term Treasurys exceed yields on longer-term notes.

U.S. Economic Outlook

Despite the inversion, which has since resolved, most economists are not forecasting a recession within the year given the very low unemployment rate and generally positive, if diminished, economic momentum.

The Fed is estimating 2020 economic growth at or slightly below 2.0% and inflation slightly below its 2.0% target. Unemployment, most recently at 3.5%, is expected to remain below 4.0%.

Market Outlook

We believe that while the Fed's renewed focus on supporting economic growth may bear fruit slowly for the U.S. economy, it had a meaningful impact on securities markets throughout 2019. For the time being, investors appear wary but reassured that they will be somewhat protected by accommodative monetary policy, which helps soothe credit market volatility. We believe that much will continue to depend on whether investors view the Fed and its peers as both committed to supporting growth and capable of doing so. Relatively low rates leave central banks with less room to cut rates should they need to fight a recession.

Despite the prevailing market optimism, we believe it is important to take a disciplined approach to risk as valuations increase while the current expansion, already the longest ever, continues to age. We would note that a market leaning too heavily on central bank support could be fragile if the Fed proves unwilling or unable to prevent a downturn.

Municipal Outlook

We expect supply to remain ample in most ratings categories as issuers take advantage of steady demand and low interest rates. Individual investors dominate the municipal market, and many who live in high tax states are seeking out municipal assets to offset the loss of other tax deductions.

We continue to favor bonds from those states since we believe the relatively stable retail demand there can allow us to react quickly to rising interest rates or other negative developments in the market.

As always, we seek bonds that we believe represent a good value. Due to the number of issuers and the inherent inefficiencies in the municipal market, in-depth research remains a top priority for us.


19



Victory Fixed Income Funds (Unaudited)

Victory High Income Municipal Bond Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class Y

         

INCEPTION DATE

 

12/31/09

 

12/31/09

 

12/31/09

         
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Bloomberg
Barclays
Municipal
Bond Index1
  Bloomberg
Barclays High
Yield Municipal
Bond Index2
 

One Year

   

8.04

%

   

5.90

%

   

7.22

%

   

6.22

%

   

8.29

%

   

7.54

%

   

10.68

%

 

Three Year

   

5.67

%

   

4.97

%

   

4.86

%

   

4.86

%

   

5.92

%

   

4.72

%

   

8.34

%

 

Five Year

   

4.06

%

   

3.65

%

   

3.27

%

   

3.27

%

   

4.30

%

   

3.53

%

   

5.93

%

 

Ten Year

   

5.21

%

   

4.99

%

   

4.47

%

   

4.47

%

   

5.42

%

   

4.34

%

   

7.15

%

 

Since Inception

   

5.21

%

   

4.99

%

   

4.47

%

   

4.47

%

   

5.42

%

   

N/A

     

N/A

   

Expense Ratios

 

Gross

  1.02%   1.78%   0.78%          
With Applicable
Waivers
  0.80%   1.57%   0.57%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory High Income Municipal Bond Fund — Growth of $10,000

1The Bloomberg Barclays Municipal Bond Index is generally considered to be representative of the municipal bond market. The Bloomberg Barclays Municipal Bond Index is an unmanaged index that is not available for direct investment.

2The Bloomberg Barclays High Yield Municipal Bond Index is generally considered to be representative of the investable universe of the U.S high-yield municipal debt market. The Bloomberg Barclays High Yield Municipal Bond Index is not available for direct investment.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


20



Victory Fixed Income Funds (Unaudited)

Victory Floating Rate Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Discussion

The Victory Floating Rate Fund (the "Fund") seeks to provide a high level of current income. For the year ended December 31, 2019, the S&P/LSTA U.S. Leveraged Loan Index (the "Index") rose 8.64% while the Fund outperformed the benchmark Index, returning 9.43% (Class A Shares at net asset value).

An out-of-Index allocation to high-yield bonds and security selection, particularly in B-rated loans and pharmaceuticals, were the leading contributors to the Fund's performance relative to the Index.

Security selection in the automotive and health care sectors detracted from relative performance, as did an underweight in electronics.

Portfolio Review

In navigating investment challenges, the Fund follows a high-conviction strategy. It typically has 100 to 150 holdings, compared with competitors that may have several times that number. As the current business cycle shows signs of maturing, we believe that having analysts tightly focused on relatively few issuers gives us an advantage in carefully reviewing companies and credit agreements and avoiding weak borrowers that may struggle when the environment turns less forgiving.

We increased our allocation to high-yield bonds, which enhance the Fund's liquidity, to 14% from 10% over the course of the year.

Market Review

After a woeful 2018, securities markets roared back in 2019. Returns of 25% or more were commonplace among major equity indexes and returns for traditionally riskier fixed-income asset classes also broke into the double digits as the U.S. Federal Reserve (the "Fed") and other central banks around the world reassured investors and encouraged risk taking by cutting interest rates.

The rally defied a daunting array of real and potential threats at home and abroad: cooling economies and heated politics; trade disputes; volatile energy prices; Brexit drama; the impeachment of President Trump; high valuations for many asset classes; and potential early warning signs of recession in the U.S. Treasury market. While these concerns caused bursts of anxiety, investors mostly took comfort from central bank support, steady (if lackluster) economic growth, extremely low unemployment, and strong consumer spending.

The S&P 500® Index returned 31.5% for the year, its best showing since 1997. In fixed income, the 10-year U.S. Treasury returned 8.9%.


21



Victory Fixed Income Funds (Unaudited)

Victory Floating Rate Fund (continued)

Leveraged Loan Market Review

Leveraged loan issuance declined during 2019, and retail investors continued a year-long exodus from leveraged loan mutual funds, withdrawing more than $43 billion. Loans, whose rates reset as interest rates rise, are commonly viewed as a haven from rate increases, which diminished their appeal as the likelihood of interest rate increases faded.

Nevertheless, the negative impact of those outflows was more than offset by the formation of $118 billion in collateralized loan obligations ("CLOs") during the year, which accounted for 71% of the demand for new issuance. CLOs, which are long-term investments available only to institutional investors, are vehicles that package loans together and offer them to investors in tranches.

High Yield Market Outlook

Investors have been favoring highly rated, less-subordinated loans, which in turn led to an increase in repricings among those issuers, often at levels that make the economics challenging at best for CLO issuers. If current trends continue, we would expect as much as a 25% decline in CLO issuance in 2020.

The floating rates for leveraged loans normally are pegged to the London Interbank Offered Rate (LIBOR). Reflecting the Fed rate cuts during the year, three-month LIBOR ended 2019 at 1.8%, down from 2.6% at the end of the first quarter.

We nevertheless remain very positive about leveraged loans. With the 10-year U.S. Treasury yield below 2.0%, longer-duration investments offer little in the way of increased yield opportunity while geometrically increasing interest rate (duration) risk.

The real risk to loan returns lies with defaults, and we see few threats there. The Index's lagging 12-month default rate rose slightly from 1.3% in the third quarter to 1.4% at year end, still well below the 2.9% long-term average. The Fund had no defaults among its holdings, and we remain optimistic about our ability to continue avoiding them through the intensive research and monitoring that a comparatively small number of holdings affords us.

Credit metrics in the leveraged loan market, while slipping a bit this year, still have improved since 2017. In addition to manageable leverage and adequate interest coverage, scheduled maturities have been pushed well into the future.

The amount of loans maturing in the next few years, known as the maturity wall, is quite manageable for borrowers, who have been diligent about continually pushing loan maturities into the future so as not to get caught in a downdraft.


22



Victory Fixed Income Funds (Unaudited)

Victory Floating Rate Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

12/31/09

 

12/31/09

 

12/31/09

 

12/31/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  S&P/LSTA U.S.
Leveraged
Loan Index1
 

One Year

   

9.43

%

   

7.20

%

   

8.49

%

   

7.49

%

   

8.75

%

   

9.65

%

   

8.64

%

 

Three Year

   

4.47

%

   

3.76

%

   

3.62

%

   

3.62

%

   

3.83

%

   

4.69

%

   

4.35

%

 

Five Year

   

4.43

%

   

4.01

%

   

3.59

%

   

3.59

%

   

3.83

%

   

4.66

%

   

4.45

%

 

Ten Year

   

4.51

%

   

4.31

%

   

3.76

%

   

3.76

%

   

4.01

%

   

4.71

%

   

5.01

%

 

Since Inception

   

4.51

%

   

4.31

%

   

3.76

%

   

3.76

%

   

4.01

%

   

4.71

%

   

N/A

   

Expense Ratios

 

Gross

  1.14%   1.90%   2.99%   0.89%      
With Applicable
Waivers
  1.00%   1.80%   1.56%   0.78%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Floating Rate Fund — Growth of $10,000

1The S&P/LSTA U.S. Leveraged Loan Index covers more than 1,100 loan facilities and reflects the market-value-weighted performance of U.S. dollar denominated institutional leveraged loans. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


23



Victory Fixed Income Funds (Unaudited)

Victory Strategic Income Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Discussion

The Victory Strategic Income Fund (the "Fund") seeks to provide a high current income with a secondary objective of capital appreciation. For the year ended December 31, 2019, the Bloomberg Barclays U.S. Aggregate Bond Index (the "Index") rose 8.72% while the Fund outperformed the benchmark Index, returning 9.17% (Class A Shares at net asset value).

Asset allocation was the largest contributor to the Fund's outperformance of the Index. Security selection also had a positive impact. Yield curve effects detracted from relative performance as the Fund was underweight in some outperforming long-term bonds.

The Fund's overweight position in BBB-rated corporate bonds with maturities of 3 to 10 years, which increased steadily over the first three quarters of the year and remained stable in the fourth, was the largest contributor. An out-of-Index allocation to floating rate loans during the first half of the year was also a significant contributor. Security selection and an overweight position in corporate bonds rated AAA through A also contributed.

An allocation to high yield in the second and third quarters detracted from relative performance for the year, as did the Fund's underweight position in investment-grade corporate bonds with maturities of 10 to 25 years. Security selection in mortgage-backed securities also had a modestly negative impact.

The Fund outperformed in the first half of the year, when floating rate loans contributed, and underperformed in the second half, when we believed it was prudent to reduce the Fund's exposure to credit risk despite the rally in riskier assets.

Market Review

After a woeful 2018, securities markets roared back in 2019. Returns of 25% or more were commonplace among major equity indexes and returns for traditionally riskier fixed-income asset classes also broke into the double digits as central banks around the world reassured investors and encouraged risk taking by cutting interest rates. Gains were strongest early in the year but remained robust.

The rally defied a daunting array of real and potential threats at home and abroad: cooling economies and heated politics; trade disputes; volatile energy prices; Brexit drama; the impeachment of President Trump; high valuations for many asset classes; and potential early warning signs of recession in the U.S. Treasury market. While these concerns caused bursts of anxiety, investors mostly took comfort from central bank support, steady (if lackluster) economic growth, extremely low unemployment, and strong consumer spending.

The S&P 500® Index returned 31.5% for the year, its best showing since 1997. In fixed income, the 10-year Treasury returned 8.9% in 2019.

Investors' embrace of riskier fixed-income assets was evident in the outperformance of both investment-grade and high-yield corporate debt. The corporate component of the Index,


24



Victory Fixed Income Funds (Unaudited)

Victory Strategic Income Fund (continued)

which is investment grade, returned 14.5% for the year, while the Bloomberg Barclays U.S. High Yield Index returned 14.3%.

The market's momentum was firmly established by the potent rally in the first quarter after the U.S. Federal Reserve (the "Fed") dramatically reversed its formerly bullish tone on the U.S. economy and indicated it could soon switch from raising interest rates to cutting them, which it did three times during the year. The cuts came amid diminishing expectations for economic growth, escalating trade tensions, and a persistent inversion of the U.S. Treasury yield curve. In such inversions, which have been a reliable sign that a recession was coming within a year or two, yields on certain shorter-term Treasuries exceed yields on longer-term notes.

U.S. Economic Outlook

Despite the inversion, which has since resolved, most economists are not forecasting a recession within the year given the very low unemployment rate and generally positive, if diminished, economic momentum.

The Fed is estimating 2020 economic growth at or slightly below 2.0% and inflation slightly below its 2.0% target. Unemployment, most recently at 3.5%, is expected to remain below 4.0%.

Global Outlook

Economic growth in much of the world appears to be slowing. The Organization for Economic Cooperation and Development projects world economic growth of 3% or slightly less for 2019 through 2021, the lowest rates since the 2008 financial crisis. In addition, trade-related uncertainty remains a key issue.

Investment Outlook

We believe that while the Fed's renewed focus on supporting economic growth may bear fruit slowly for the U.S. economy, it had a meaningful impact on securities markets throughout 2019. For the time being, investors appear wary but reassured that they will be somewhat protected by accommodative monetary policy, which helps soothe credit market volatility. We believe that much will continue to depend on whether investors view the Fed and its peers as both committed to supporting growth and capable of doing so. Relatively low rates leave central banks with less room to cut rates should they need to fight a recession.

However, risks appear to be growing as valuations and corporate debt levels increase while the current expansion, already the longest ever, continues to age. We would note that a market leaning too heavily on central bank support could be fragile if the Fed proves unwilling or unable to prevent a downturn. We continue to view global growth concerns, domestic politics, trade tensions, and energy prices as key potential catalysts for shifts in risk.

As we attempt to balance the genuine benefit of current Fed policy and the minimal risk of imminent recession with the fact that the economy is decelerating and there are few obvious catalysts to boost returns, we believe it is important to take a disciplined approach to risk. We are not counting on broad-based spread tightening or short-term trading. We currently see the greatest potential benefit in generating carry, which means holding investments for yield where we believe that the yield compensates well for credit risks. We currently see most of those opportunities in investment-grade bonds, including corporates, asset-backed securities, and commercial mortgage-backed securities.


25



Victory Fixed Income Funds (Unaudited)

Victory Strategic Income Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

12/31/09

 

12/31/09

 

12/31/09

 

12/31/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Bloomberg
Barclays U.S.
Aggregate
Bond Index1
 

One Year

   

9.17

%

   

6.97

%

   

8.26

%

   

7.26

%

   

8.79

%

   

9.35

%

   

8.72

%

 

Three Year

   

4.46

%

   

3.78

%

   

3.61

%

   

3.61

%

   

4.06

%

   

4.68

%

   

4.03

%

 

Five Year

   

3.70

%

   

3.28

%

   

2.87

%

   

2.87

%

   

3.28

%

   

3.92

%

   

3.05

%

 

Ten Year

   

4.42

%

   

4.21

%

   

3.68

%

   

3.68

%

   

4.05

%

   

4.62

%

   

3.75

%

 

Since Inception

   

4.42

%

   

4.22

%

   

3.69

%

   

3.69

%

   

4.05

%

   

4.62

%

   

N/A

   

Expense Ratios

 

Gross

  1.09%   1.97%   1.70%   1.06%      
With Applicable
Waivers
  0.95%   1.74%   1.34%   0.74%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.00% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Strategic Income Fund — Growth of $10,000

1The Bloomberg Barclays U.S. Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index that is not available for direct investment. There are no expenses associated with the index while there are expenses associated with the Fund.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


26



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Asset Backed Securities (0.0%) (a)

 
Santander Drive Auto Receivables Trust, Series 2017-3, Class B, 2.19%,
3/15/22, Callable 8/15/21 @ 100 (b)
 

$

13,548

   

$

13,547

   

Total Asset Backed Securities (Cost $13,547)

   

13,547

   

Collateralized Mortgage Obligations (1.8%)

 
GS Mortgage Securities Trust, Series 2012-GC6, Class B, 5.65%,
1/10/45 (b) (c) (d)
   

250,000

     

263,891

   
WF-RBS Commercial Mortgage Trust, Series 2012-C6, Class B, 4.70%,
4/15/45
   

300,000

     

312,481

   

Total Collateralized Mortgage Obligations (Cost $616,261)

   

576,372

   

Corporate Bonds (44.5%)

 

Communication Services (2.3%):

 

Activision Blizzard, Inc., 2.60%, 6/15/22, Callable 5/15/22 @ 100

   

55,000

     

55,673

   
AT&T, Inc.
3.20%, 3/1/22, Callable 2/1/22 @ 100 (b)
   

77,000

     

78,848

   

4.25%, 3/1/27, Callable 12/1/26 @ 100 (b)

   

110,000

     

120,735

   

5.15%, 11/15/46, Callable 5/15/46 @ 100 (b)

   

126,000

     

150,518

   

Comcast Corp., 3.45%, 2/1/50, Callable 8/1/49 @ 100

   

70,000

     

71,873

   
Verizon Communications, Inc.
5.15%, 9/15/23 (b)
   

69,000

     

76,628

   

3.38%, 2/15/25 (b)

   

74,000

     

78,337

   

Vodafone Group PLC, 5.25%, 5/30/48 (e)

   

89,000

     

107,061

   
     

739,673

   

Consumer Discretionary (4.6%):

 

Best Buy Co., Inc., 4.45%, 10/1/28, Callable 7/1/28 @ 100 (b)

   

97,000

     

106,406

   

D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100

   

315,000

     

315,025

   

General Motors Co., 4.88%, 10/2/23 (b)

   

112,000

     

120,603

   

Hasbro, Inc., 6.35%, 3/15/40

   

75,000

     

87,100

   

Lear Corp., 5.25%, 5/15/49, Callable 11/15/48 @ 100

   

75,000

     

78,101

   

Magna International, Inc., 3.63%, 6/15/24, Callable 3/15/24 @ 100

   

245,000

     

258,732

   

NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100

   

100,000

     

114,017

   

NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (b)

   

126,000

     

131,452

   

Ross Stores, Inc., 3.38%, 9/15/24, Callable 6/15/24 @ 100

   

70,000

     

72,825

   

Starbucks Corp., 3.80%, 8/15/25, Callable 6/15/25 @ 100

   

120,000

     

129,545

   
     

1,413,806

   

Consumer Staples (3.9%):

 

Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (b)

   

125,000

     

135,730

   

Constellation Brands, Inc., 4.65%, 11/15/28, Callable 8/15/28 @ 100 (b)

   

80,000

     

89,977

   

Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (e)

   

52,000

     

60,699

   
Kerry Group Financial Services Unlimited Co., 3.20%,
4/9/23, Callable 1/9/23 @ 100 (c)
   

200,000

     

203,566

   
Keurig Dr Pepper, Inc.
4.06%, 5/25/23, Callable 4/25/23 @ 100
   

160,000

     

169,021

   

5.09%, 5/25/48, Callable 11/25/47 @ 100 (e)

   

40,000

     

48,343

   

Mead Johnson Nutrition Co., 4.60%, 6/1/44, Callable 12/1/43 @ 100 (b)

   

105,000

     

125,174

   

See notes to financial statements.


27



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100

 

$

92,000

   

$

106,479

   

Suntory Holdings Ltd., 2.25%, 10/16/24, Callable 9/16/24 @ 100 (c)

   

200,000

     

198,792

   

Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100

   

70,000

     

88,019

   
     

1,225,800

   

Energy (3.8%):

 

Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100

   

65,000

     

66,286

   

Continental Resources, 4.50%, 4/15/23, Callable 1/15/23 @ 100 (b)

   

113,000

     

118,409

   

Ecopetrol SA, 5.88%, 9/18/23 (b)

   

155,000

     

172,072

   

EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100

   

113,000

     

113,345

   

Exxon Mobil Corp., 4.11%, 3/1/46, Callable 9/1/45 @ 100

   

40,000

     

46,848

   

Marathon Petroleum Corp.

 

6.50%, 3/1/41, Callable 9/1/40 @ 100

   

65,000

     

84,424

   

5.85%, 12/15/45, Callable 6/15/45 @ 100

   

50,000

     

57,040

   

Occidental Petroleum Corp., 2.90%, 8/15/24, Callable 7/15/24 @ 100

   

128,000

     

130,026

   
Plains All American Pipeline LP/PAA Finance Corp.,
2.85%, 1/31/23, Callable 10/31/22 @ 100
   

120,000

     

120,978

   

Statoil ASA, 3.95%, 5/15/43

   

20,000

     

22,287

   
Valero Energy Corp.
4.00%, 4/1/29, Callable 1/1/29 @ 100 (b)
   

91,000

     

98,132

   

6.63%, 6/15/37

   

140,000

     

185,879

   
     

1,215,726

   

Financials (15.1%):

 
Aflac, Inc.
2.88%, 10/15/26, Callable 7/15/26 @ 100
   

185,000

     

190,532

   

4.75%, 1/15/49, Callable 7/15/48 @ 100

   

20,000

     

24,393

   

Alleghany Corp., 4.90%, 9/15/44, Callable 3/15/44 @ 100

   

89,000

     

102,873

   
Bank of America Corp.
2.33%(LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (b) (e) (f)
   

130,000

     

130,265

   

2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN

   

285,000

     

287,853

   

4.20%, 8/26/24, MTN (b)

   

101,000

     

108,508

   

3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN

   

100,000

     

104,395

   

Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (b)

   

141,000

     

146,811

   

Cincinnati Financial Corp., 6.13%, 11/1/34

   

135,000

     

184,654

   
Citigroup, Inc.
2.75%, 4/25/22, Callable 3/25/22 @ 100
   

175,000

     

177,767

   

3.88%, 3/26/25

   

68,000

     

71,998

   

4.60%, 3/9/26 (b)

   

36,000

     

39,613

   

4.45%, 9/29/27 (b)

   

92,000

     

101,383

   

3.88%(LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (f)

   

51,000

     

56,242

   

Enel Finance International NV, 2.88%, 5/25/22 (c)

   

200,000

     

202,474

   

Fifth Third Bancorp, 3.65%, 1/25/24, Callable 12/25/23 @ 100 (b)

   

163,000

     

171,963

   

Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100

   

200,000

     

204,228

   

General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100

   

49,000

     

51,506

   
JPMorgan Chase & Co.
2.95%, 10/1/26, Callable 7/1/26 @ 100
   

170,000

     

175,365

   

5.60%, 7/15/41

   

52,000

     

71,449

   

KeyBank NA, 2.25%, 3/16/20

   

580,000

     

580,355

   

See notes to financial statements.


28



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 
Morgan Stanley
4.88%, 11/1/22 (b)
 

$

144,000

   

$

154,446

   

3.75%, 2/25/23 (b)

   

300,000

     

314,102

   

3.13%, 7/27/26, MTN

   

205,000

     

211,886

   

Newcrest Finance Pty Ltd., 5.75%, 11/15/41 (c)

   

95,000

     

112,244

   

The Goldman Sachs Group, Inc., 2.35%, 11/15/21, Callable 11/15/20 @ 100

   

115,000

     

115,388

   

Truist Financial Corp., 2.75%, 4/1/22, MTN, Callable 3/1/22 @ 100 (e)

   

260,000

     

264,519

   

Unum Group, 4.00%, 6/15/29, Callable 3/15/29 @ 100 (e)

   

92,000

     

97,037

   
Wells Fargo & Co.
4.30%, 7/22/27, MTN
   

180,000

     

197,123

   

4.90%, 11/17/45 (b)

   

80,000

     

98,017

   
     

4,749,389

   

Health Care (3.9%):

 
AbbVie, Inc.
2.30%, 5/14/21, Callable 4/14/21 @ 100 (b)
   

152,000

     

152,550

   

3.20%, 11/21/29, Callable 8/21/29 @ 100 (c)

   

135,000

     

137,768

   

Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100

   

70,000

     

78,499

   

Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 (c)

   

220,000

     

235,668

   

Gilead Sciences, Inc., 4.40%, 12/1/21, Callable 9/1/21 @ 100 (b)

   

465,000

     

484,957

   

HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100

   

91,000

     

96,661

   

Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100

   

65,000

     

66,285

   
     

1,252,388

   

Industrials (3.2%):

 

Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100

   

60,000

     

61,949

   

Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (e)

   

130,000

     

134,935

   

Fortive Corp., 3.15%, 6/15/26, Callable 3/15/26 @ 100 (b)

   

95,000

     

97,280

   

Hillenbrand, Inc., 4.50%, 9/15/26, Callable 7/15/26 @ 100

   

195,000

     

204,196

   

Kansas City Southern, 4.95%, 8/15/45, Callable 2/15/45 @ 100

   

75,000

     

88,980

   
Rockwell Automation, Inc.
3.50%, 3/1/29, Callable 12/1/28 @ 100
   

65,000

     

70,013

   

6.25%, 12/1/37

   

60,000

     

82,205

   

Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100

   

49,000

     

49,496

   

Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 (e)

   

56,000

     

63,346

   

Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (b)

   

137,000

     

140,154

   
     

992,554

   

Information Technology (2.6%):

 

Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100

   

53,000

     

66,530

   

Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (b)

   

77,000

     

78,150

   

Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100 (b)

   

86,000

     

94,674

   

Micron Technology, Inc., 4.19%, 2/15/27, Callable 12/15/26 @ 100

   

105,000

     

112,417

   

NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100

   

70,000

     

72,018

   

NVIDIA Corp., 2.20%, 9/16/21, Callable 8/16/21 @ 100

   

85,000

     

85,392

   

Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100

   

95,000

     

113,476

   

Tyco Electronics Group SA, 7.13%, 10/1/37

   

34,000

     

49,973

   

VMware, Inc., 2.95%, 8/21/22, Callable 7/21/22 @ 100

   

170,000

     

173,259

   
     

845,889

   

See notes to financial statements.


29



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Materials (1.1%):

 

Celanese US Holdings LLC, 4.63%, 11/15/22

 

$

100,000

   

$

105,733

   

LYB International Finance II BV, 3.50%, 3/2/27, Callable 12/2/26 @ 100 (b)

   

120,000

     

125,943

   
Rio Tinto Finance USA Ltd.
3.75%, 6/15/25, Callable 3/15/25 @ 100
   

80,000

     

86,030

   

5.20%, 11/2/40

   

50,000

     

65,541

   
     

383,247

   

Real Estate (1.3%):

 

Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100

   

77,000

     

79,489

   

Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100

   

155,000

     

157,908

   

Service Properties Trust, 4.35%, 10/1/24, Callable 9/1/24 @ 100

   

160,000

     

164,723

   
     

402,120

   

Utilities (2.7%):

 

Arizona Public Service Co., 2.95%, 9/15/27, Callable 6/15/27 @ 100

   

120,000

     

122,761

   

Consolidated Edison, Inc., 6.30%, 8/15/37

   

110,000

     

151,527

   
Iberdrola International BV
6.75%, 9/15/33
   

35,000

     

45,316

   

6.75%, 7/15/36

   

28,000

     

39,101

   

NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100

   

145,000

     

147,405

   

Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100

   

105,000

     

125,946

   

Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100

   

65,000

     

70,938

   

Vistra Operations Co. LLC, 3.70%, 1/30/27, Callable 11/30/26 @ 100 (c)

   

134,000

     

133,222

   
     

836,216

   

Total Corporate Bonds (Cost $13,578,036)

   

14,056,808

   

Residential Mortgage Backed Securities (0.6%)

 
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16,
Class M1, 3.11% (LIBOR01M+132bps), 10/25/32, Callable 1/25/20 @ 100 (f)
   

72,654

     

72,803

   
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 2/25/20,
Callable 1/25/20 @ 100 (b)
   

6,576

     

6,604

   
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46,
Callable 9/25/29 @ 100 (b) (c) (d)
   

103,386

     

104,861

   
Residential Funding Mortgage Securities I, Inc., Series 2005-S3, Class A1, 4.75%,
3/25/20, Callable 1/25/20 @ 100 (b)
   

1,060

     

1,060

   

Total Residential Mortgage Backed Securities (Cost $184,019)

   

185,328

   

U.S. Government Mortgage Backed Agencies (40.6%)

 
Federal Home Loan Mortgage Corp.
5.00%, 6/15/23 (b)
   

26,086

     

26,823

   

Series 4139, Class DA, 1.25%, 12/15/27 (b)

   

411,510

     

399,562

   

Series 4395, Class PA, 2.50%, 4/15/37 (b)

   

141,455

     

142,385

   

5.50%, 6/1/38

   

48,655

     

54,450

   

7.00%, 9/1/38 (b)

   

10,854

     

13,052

   

Series 4320, Class AP, 3.50%, 7/15/39 – 3/1/49 (b)

   

2,130,979

     

2,218,125

   

See notes to financial statements.


30



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (b)

 

$

491,101

   

$

484,801

   

4.50%, 1/1/41 – 7/1/44 (b)

   

571,260

     

619,819

   

Series 4444, Class CH, 3.00%, 1/15/41

   

134,438

     

136,859

   

Series 4049, Class AB, 2.75%, 12/15/41 (b)

   

78,440

     

79,246

   

Series 4494, Class JA, 3.75%, 5/15/42 (b)

   

275,831

     

284,237

   
     

4,459,359

   
Federal National Mortgage Association
6.00%, 8/1/21 – 2/1/37 (b)
   

228,036

     

260,407

   

5.50%, 4/1/22 – 1/1/38 (b)

   

148,500

     

165,383

   

7.00%, 8/1/23 – 6/1/32 (b)

   

21,568

     

24,968

   

7.50%, 12/1/29 – 2/1/31 (b)

   

22,040

     

25,346

   

8.00%, 6/1/30 – 9/1/30 (b)

   

16,425

     

19,373

   

5.00%, 12/1/34 – 3/1/40

   

82,254

     

90,815

   

3.75%(LIBOR12M+166bps), 12/1/36 (b) (f)

   

37,544

     

38,572

   

4.50%, 12/1/38 – 5/25/40 (b)

   

424,228

     

446,265

   

Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (b)

   

316,016

     

318,357

   

Series 2013-137, Class A, 3.50%, 3/25/40 – 12/25/50 (b)

   

1,431,174

     

1,480,751

   

Series 2011-101, Class LA, 3.00%, 10/25/40 – 2/25/49 (b)

   

2,549,188

     

2,606,996

   

Series 2013-81, Class KA, 2.75%, 9/25/42 (b)

   

315,193

     

319,146

   

Series 2013-44, Class PB, 1.75%, 1/25/43 (b)

   

291,634

     

284,406

   

4.00%, 11/1/43 – 6/1/49 (b)

   

1,819,528

     

1,924,657

   
     

8,005,442

   
Government National Mortgage Association
Series 2019-85, Class KG, 3.00%, 6/20/43
   

201,620

     

205,255

   

4.50%, 10/20/49

   

124,384

     

130,738

   
     

335,993

   

Multi-family (0.1%):

 

Collateralized Mortgage Obligations (0.1%):

 
Government National Mortgage Association
6.00%, 12/15/33 (b)
   

20,944

     

23,727

   

Total U.S. Government Mortgage Backed Agencies (Cost $12,644,469)

   

12,824,521

   

U.S. Treasury Obligations (9.7%)

 

U.S. Treasury Bills, 1.47%, 3/26/20 (g)

   

1,160,000

     

1,155,938

   
U.S. Treasury Bonds
3.00%, 2/15/48
   

200,000

     

225,469

   

3.00%, 2/15/49

   

1,450,000

     

1,640,086

   

U.S. Treasury Notes, 1.25%, 8/31/24

   

51,000

     

50,028

   

Total U.S. Treasury Obligations (Cost $2,972,027)

   

3,071,521

   

Collateral for Securities Loaned^ (2.1%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (h)

   

31,584

     

31,584

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (h)

   

174,007

     

174,007

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (h)

   

5,275

     

5,275

   

See notes to financial statements.


31



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class,
1.80% (h)
   

105,118

   

$

105,118

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (h)

   

115,638

     

115,638

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class,
1.76% (h)
   

231,268

     

231,268

   

Total Collateral for Securities Loaned (Cost $662,890)

   

662,890

   

Total Investments (Cost $30,671,249) — 99.3%

   

31,390,987

   

Other assets in excess of liabilities — 0.7%

   

211,142

   

NET ASSETS — 100.00%

 

$

31,602,129

   

^  Purchased with cash collateral from securities on loan.

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

(b)  All or a portion of this security has been segregated as collateral for derivative instruments.

(c)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $1,592,486 and amounted to 5.0% of net assets.

(d)  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, 2019.

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

(f)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

(g)  Rate represents the effective yield at December 31, 2019.

(h)  Rate disclosed is the daily yield on December 31, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.


32



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Futures Contracts Purchased

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Future

   

1

   

3/20/20

 

$

129,363

   

$

128,422

   

$

(941

)

 

2-Year U.S. Treasury Note Future

   

2

   

3/31/20

   

431,363

     

431,000

     

(363

)

 

5-Year U.S. Treasury Note Future

   

9

   

3/31/20

   

1,071,073

     

1,067,484

     

(3,589

)

 
                   

$

(4,893

)

 
   

Total unrealized appreciation

             

$

   
   

Total unrealized depreciation

               

(4,893

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(4,893

)

 

Centrally Cleared

Credit Default Swap Agreements — Sell Protection (a)

Underlying
Instrument*
  Fixed
Deal
Receive
Rate
  Maturity
Date
  Payment
Frequency
  Implied
Credit
Spread at
December 31,
2019 (b)
  Notional
Amount (c)
 

Value

  Premiums
Paid
(Received)
  Unrealized
Appreciation
(Depreciation)
 
CDX North
America High
Yield Index;
Series 33
   

5.00

%

 

12/20/24

 

Quarterly

   

2.79

%

 

$

693,000

   

$

66,901

   

$

52,807

   

$

14,094

   
   

$

66,901

   

$

52,807

   

$

14,094

   

*  As of December 31, 2019, the CDX North America High Yield Index (the "Index") included securities which had defaulted and represented 1% of the Index. Reflects the notional amount after the default of securities. Reflects the notional amount after the default of securities.

(a)  When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

(b)  Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

(c)  The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the Index.

See notes to financial statements.


33



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Asset Backed Securities (9.8%)

 
AmeriCredit Automobile Receivables Trust, Series 2016-3, Class C, 2.24%,
4/8/22, Callable 3/8/21 @ 100 (a)
 

$

4,435,000

   

$

4,436,134

   
AmeriCredit Automobile Receivables Trust, Series 2015-3, Class D, 3.34%,
8/8/21, Callable 2/8/20 @ 100 (a)
   

2,510,298

     

2,512,886

   
AmeriCredit Automobile Receivables Trust, Series 2017-2, Class B, 2.40%,
5/18/22, Callable 11/18/21 @ 100 (a)
   

2,715,000

     

2,718,701

   
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%,
1/18/24, Callable 9/18/22 @ 100 (a)
   

3,200,000

     

3,247,261

   
Chrysler Capital Auto Receivables Trust, Series 2016-BA, Class B, 2.22%,
5/16/22, Callable 7/15/21 @ 100 (a) (b)
   

4,180,000

     

4,182,646

   
Drive Auto Receivables Trust, Series 2017-AA, Class C, 2.98%,
1/18/22, Callable 3/15/21 @ 100 (a) (b)
   

133,686

     

133,717

   
Santander Drive Auto Receivables Trust, Series 2016-3, Class C, 2.46%,
3/15/22, Callable 1/15/21 @ 100 (a)
   

3,136,481

     

3,139,680

   
Santander Drive Auto Receivables Trust, Series 2017-3, Class B, 2.19%,
3/15/22, Callable 8/15/21 @ 100 (a)
   

146,434

     

146,420

   
Santander Retail Auto Lease Trust, Series 2018-A, Class B, 3.20%,
4/20/22, Callable 2/20/21 @ 100 (a) (b)
   

2,400,000

     

2,418,449

   
World Financial Network Credit Card Master Trust, Series 2017-A, Class A,
2.12%, 3/15/24 (a)
   

3,155,000

     

3,154,972

   

Total Asset Backed Securities (Cost $26,034,373)

   

26,090,866

   

Collateralized Mortgage Obligations (3.9%)

 
Galaxy CLO Ltd., Series 2017-24A, Class A, 3.12% (LIBOR03M+112bps),
1/15/31, Callable 1/15/20 @ 100 (a) (b) (c)
   

2,000,000

     

1,985,500

   
GS Mortgage Securities Trust, Series 2012-GC6, Class B, 5.65%,
1/10/45 (a) (b) (d)
   

3,500,000

     

3,694,480

   
Steele Creek CLO Ltd., Series 2017-1A, Class A, 3.25% (LIBOR03M+125bps),
1/15/30, Callable 1/15/20 @ 100 (a) (b) (c)
   

2,825,000

     

2,815,802

   
Voya CLO Ltd., Series 2017-4A, Class A1, 3.13% (LIBOR03M+113bps), 10/15/30,
Callable 1/15/20 @ 100 (a) (b) (c)
   

2,000,000

     

1,993,724

   

Total Collateralized Mortgage Obligations (Cost $10,638,585)

   

10,489,506

   

Corporate Bonds (43.7%)

 

Communication Services (4.1%):

 

Activision Blizzard, Inc., 2.60%, 6/15/22, Callable 5/15/22 @ 100

   

455,000

     

460,569

   
AT&T, Inc.
2.45%, 6/30/20, Callable 5/30/20 @ 100 (a)
   

3,500,000

     

3,509,520

   

3.20%, 3/1/22, Callable 2/1/22 @ 100 (a)

   

509,000

     

521,216

   

4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)

   

514,000

     

564,161

   

Electronic Arts, Inc., 3.70%, 3/1/21, Callable 2/1/21 @ 100 (a)

   

4,185,000

     

4,261,879

   
Verizon Communications, Inc.
5.15%, 9/15/23 (a)
   

216,000

     

239,879

   

3.38%, 2/15/25 (a)

   

354,000

     

374,748

   

3.01%(LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (c)

   

827,000

     

845,550

   
     

10,777,522

   

See notes to financial statements.


34



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Consumer Discretionary (4.8%):

 
Best Buy Co., Inc.
5.50%, 3/15/21, Callable 12/15/20 @ 100 (a) (e)
 

$

3,055,000

   

$

3,150,957

   

4.45%, 10/1/28, Callable 7/1/28 @ 100 (a)

   

409,000

     

448,661

   

D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100

   

1,658,000

     

1,768,439

   

General Motors Co., 4.88%, 10/2/23 (a)

   

515,000

     

554,557

   

Hasbro, Inc., 3.15%, 5/15/21, Callable 3/15/21 @ 100 (a)

   

3,380,000

     

3,419,952

   

NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a)

   

3,283,000

     

3,425,056

   
     

12,767,622

   

Consumer Staples (2.6%):

 

Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a)

   

620,000

     

673,221

   
Constellation Brands, Inc.
2.61%(LIBOR03M+70bps), 11/15/21, Callable 2/10/20 @ 100 (a) (c) (e)
   

2,500,000

     

2,503,676

   

4.65%, 11/15/28, Callable 8/15/28 @ 100 (a) (e)

   

375,000

     

421,766

   
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable
1/9/23 @ 100 (b)
   

1,000,000

     

1,017,830

   

Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100

   

1,385,000

     

1,463,086

   

Pernod Ricard SA, 4.25%, 7/15/22 (b)

   

833,000

     

876,016

   
     

6,955,595

   

Energy (4.9%):

 

Continental Resources, 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a)

   

801,000

     

839,344

   

Ecopetrol SA, 5.88%, 9/18/23 (a)

   

495,000

     

549,519

   

EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100

   

975,000

     

977,974

   

LUKOIL International Finance BV, 6.13%, 11/9/20 (a) (b)

   

5,185,000

     

5,355,586

   

Marathon Petroleum Corp., 3.40%, 12/15/20, Callable 11/15/20 @ 100 (a)

   

1,850,000

     

1,871,405

   

Pioneer Natural Resource Co., 7.50%, 1/15/20 (a)

   

2,085,000

     

2,088,669

   
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable
10/31/22 @ 100
   

1,010,000

     

1,018,232

   

Valero Energy Corp., 4.00%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

382,000

     

411,937

   
     

13,112,666

   

Financials (7.2%):

 
Bank of America Corp.
2.25%, 4/21/20, MTN (a) (e)
   

2,000,000

     

2,001,821

   

2.33% (LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (a) (c)

   

1,391,000

     

1,393,838

   

4.20%, 8/26/24, MTN (a)

   

458,000

     

492,048

   
Capital One Financial Corp.
2.50%, 5/12/20, Callable 4/12/20 @ 100 (a)
   

615,000

     

615,793

   

3.45%, 4/30/21, Callable 3/30/21 @ 100 (a)

   

3,500,000

     

3,562,825

   

3.30%, 10/30/24, Callable 9/30/24 @ 100 (a)

   

684,000

     

712,188

   

Citigroup, Inc., 4.45%, 9/29/27 (a)

   

404,000

     

445,204

   

Enel Finance International NV, 2.88%, 5/25/22 (b)

   

1,675,000

     

1,695,720

   

Fifth Third Bancorp, 3.65%, 1/25/24, Callable 12/25/23 @ 100 (a)

   

799,000

     

842,937

   

Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 2/10/20 @ 101.34 (a)

   

637,000

     

646,867

   

Marsh & McLennan Cos., Inc., 2.35%, 3/6/20, Callable 2/10/20 @ 100 (a)

   

420,000

     

420,134

   

Morgan Stanley, 4.88%, 11/1/22 (a)

   

1,004,000

     

1,076,830

   

Newcrest Finance Pty Ltd., 4.20%, 10/1/22 (a) (b)

   

2,214,000

     

2,310,375

   

ZB NA, 3.50%, 8/27/21 (a)

   

1,785,000

     

1,825,466

   

Zions Bancorp NA, 3.35%, 3/4/22, Callable 2/4/22 @ 100 (a)

   

1,090,000

     

1,117,217

   
     

19,159,263

   

See notes to financial statements.


35



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Health Care (4.9%):

 

AbbVie, Inc., 2.30%, 5/14/21, Callable 4/14/21 @ 100 (a)

 

$

1,211,000

   

$

1,215,384

   

Amgen, Inc., 2.20%, 5/11/20 (a)

   

3,301,000

     

3,303,146

   

Biogen, Inc., 2.90%, 9/15/20 (a)

   

3,333,000

     

3,354,297

   

Bristol-Myers Squibb Co., 2.88%, 2/19/21 (b)

   

4,345,000

     

4,395,445

   

Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100

   

560,000

     

571,071

   
     

12,839,343

   

Industrials (2.3%):

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust, 4.63%, 10/30/20 (a)

   

2,065,000

     

2,106,961

   

Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (e)

   

1,115,000

     

1,157,325

   

Fortive Corp., 3.15%, 6/15/26, Callable 3/15/26 @ 100 (a)

   

188,000

     

192,512

   

IDEX Corp., 4.50%, 12/15/20, Callable 9/15/20 @ 100 (a)

   

2,565,000

     

2,605,424

   

Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100

   

391,000

     

394,961

   
     

6,457,183

   

Information Technology (4.7%):

 

Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (a)

   

988,000

     

1,002,751

   

FLIR Systems, Inc., 3.13%, 6/15/21, Callable 5/15/21 @ 100 (a) (e)

   

2,375,000

     

2,391,934

   

Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100 (a)

   

501,000

     

551,531

   

Lam Research Group, 2.80%, 6/15/21, Callable 5/15/21 @ 100 (a)

   

3,328,000

     

3,367,836

   

NetApp, Inc., 3.38%, 6/15/21, Callable 4/15/21 @ 100 (a)

   

1,605,000

     

1,632,413

   

VMware, Inc., 2.30%, 8/21/20 (a) (e)

   

3,820,000

     

3,826,379

   
     

12,772,844

   

Materials (2.2%):

 

Anglo American Capital PLC, 4.13%, 4/15/21 (a) (b)

   

3,525,000

     

3,599,272

   

Celanese US Holdings LLC, 4.63%, 11/15/22

   

855,000

     

904,017

   

LYB International Finance II BV, 3.50%, 3/2/27, Callable 12/2/26 @ 100 (a)

   

548,000

     

575,137

   

Lyondellbasell Industries NV, 6.00%, 11/15/21, Callable 8/17/21 @ 100 (a)

   

800,000

     

849,704

   
     

5,928,130

   

Real Estate (3.1%):

 

CubeSmart, LP, 4.80%, 7/15/22, Callable 4/15/22 @ 100 (a)

   

3,470,000

     

3,666,506

   

Highwoods Realty LP, 3.20%, 6/15/21, Callable 4/15/21 @ 100 (a)

   

3,130,000

     

3,170,909

   

Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100

   

1,033,000

     

1,059,548

   
     

7,896,963

   

Utilities (2.9%):

 

Eversource Energy, 2.50%, 3/15/21, Callable 2/15/21 @ 100 (a)

   

2,900,000

     

2,914,790

   
Exelon Corp.
3.50%, 6/1/22, Callable 5/1/22 @ 100 (a)
   

2,681,000

     

2,752,073

   

3.95%, 6/15/25, Callable 3/15/25 @ 100 (a)

   

591,000

     

635,136

   

NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100

   

1,462,000

     

1,486,240

   
     

7,788,239

   

Total Corporate Bonds (Cost $115,138,704)

   

116,455,370

   

Residential Mortgage Backed Securities (5.5%)

 
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 4.34%, 10/25/33,
Callable 1/25/20 @ 100 (a) (d)
   

1,661,095

     

1,661,095

   
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23,
Class 2A8, 4.50%, 12/31/49 (a)
   

13,567

     

14,070

   

See notes to financial statements.


36



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7,
Class 4A1, 4.09%, 11/25/34, Callable 1/25/20 @ 100 (a) (d)
 

$

1,308,913

   

$

1,308,913

   
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 1/25/20,
Callable 8/25/24 @ 100 (a)
   

18,129

     

16,701

   
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 2/25/20, Callable
1/25/20 @ 100 (a)
   

11,905

     

11,955

   
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46, Callable
9/25/29 @ 100 (a) (b) (d)
   

1,292,318

     

1,310,760

   
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable
1/25/20 @ 100 (a)
   

44,062

     

42,382

   
JPMorgan Mortgage Trust, Series 2016-3, Class 1A3, 3.50%, 10/25/46, Callable
6/25/25 @ 100 (a) (b) (d)
   

787,637

     

798,862

   
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.98%, 10/25/29, Callable
7/25/23 @ 100 (a) (b) (d)
   

3,554,262

     

3,595,290

   
JPMorgan Mortgage Trust, Series 2017-1, Class A5, 3.50%, 1/25/47, Callable
1/25/28 @ 100 (a) (b) (d)
   

1,657,060

     

1,680,550

   
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable
11/25/24 @ 100 (a) (b) (d)
   

2,084,535

     

2,079,951

   
Madison Park Funding Ltd., Series 2007-4A, Class AR, 3.13%
(LIBOR03M+120bps), 7/29/30, Callable 1/29/20 @ 100 (a) (b) (c)
   

2,250,000

     

2,248,794

   
Residential Funding Mortgage Securities I, Inc., Series 2005-S3,
Class A1, 4.75%, 3/25/20, Callable 1/25/20 @ 100 (a)
   

3,861

     

3,858

   

Total Residential Mortgage Backed Securities (Cost $14,802,996)

   

14,773,181

   

U.S. Government Mortgage Backed Agencies (13.1%)

 
Federal Home Loan Mortgage Corp.
5.00%, 6/15/23 – 8/1/40 (a)
   

1,041,886

     

1,148,718

   

5.50%, 10/25/23 (a)

   

5,782

     

6,028

   

Series 4430, Class NG, 2.50%, 2/15/38 (a)

   

2,079,018

     

2,086,017

   

7.00%, 9/1/38 (a)

   

5,210

     

6,265

   

Series 4320, Class AP, 3.50%, 7/15/39 (a)

   

1,391,894

     

1,440,742

   

Series 3713, Class PA, 2.00%, 2/15/40 – 4/15/44 (a)

   

8,142,311

     

8,069,251

   

Series 4444, Class CH, 3.00%, 1/15/41

   

2,464,692

     

2,509,074

   

Series 4049, Class AB, 2.75%, 12/15/41 (a)

   

842,370

     

851,022

   
     

16,117,117

   
Federal National Mortgage Association
6.00%, 2/1/37 (a)
   

1,328,175

     

1,522,707

   

Series 2013-83, Class CA, 3.50%, 10/25/37 – 3/25/44 (a)

   

5,064,075

     

5,147,120

   

Series 2013-33, Class UD, 2.50%, 4/25/39 (a)

   

1,680,625

     

1,699,165

   

Series 2011-21, Class PA, 4.50%, 5/25/40 (a)

   

3,478,622

     

3,622,084

   

Series 2011-101, Class LA, 3.00%, 10/25/40 (a)

   

1,389,454

     

1,407,659

   

5.00%, 2/1/41 – 10/1/41 (a)

   

3,818,783

     

4,210,717

   
     

17,609,452

   
Government National Mortgage Association
Series 2018-22, Class JA, 3.00%, 1/20/44 (a)
   

1,172,386

     

1,186,960

   

Total U.S. Government Mortgage Backed Agencies (Cost $34,922,698)

   

34,913,529

   

See notes to financial statements.


37



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Treasury Obligations (22.7%)

 

U.S. Treasury Bills, 1.47%, 3/26/20 (f)

 

$

9,038,000

   

$

9,006,354

   
U.S. Treasury Notes
1.50%, 8/31/21
   

46,500,000

     

46,425,528

   

1.50%, 8/15/22

   

5,000,000

     

4,989,453

   

Total U.S. Treasury Obligations (Cost $60,358,251)

   

60,421,335

   

Collateral for Securities Loaned^ (0.7%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (g)

   

87,128

     

87,128

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (g)

   

480,015

     

480,015

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (g)

   

14,552

     

14,552

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class,
1.80% (g)
   

289,979

     

289,979

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (g)

   

318,999

     

318,999

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class,
1.76% (g)
   

637,976

     

637,976

   

Total Collateral for Securities Loaned (Cost $1,828,649)

   

1,828,649

   

Total Investments (Cost $263,724,256) — 99.4%

   

264,972,436

   

Other assets in excess of liabilities — 0.6%

   

1,624,248

   

NET ASSETS — 100.00%

 

$

266,596,684

   

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security has been segregated as collateral for derivative instruments.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $48,188,769 and amounted to 18.1% of net assets.

(c)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

(d)  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, 2019.

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

(f)  Rate represents the effective yield at December 31, 2019.

(g)  Rate disclosed is the daily yield on December 31, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

See notes to financial statements.


38



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Futures Contracts Purchased

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

2-Year U.S. Treasury Note Future

   

415

   

3/31/20

 

$

89,507,793

   

$

89,432,500

   

$

(75,293

)

 

Futures Contracts Sold

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

5-Year U.S. Treasury Note Future

   

275

   

3/31/20

 

$

32,697,056

   

$

32,617,578

   

$

79,478

   
   

Total unrealized appreciation

             

$

79,478

   
   

Total unrealized depreciation

               

(75,293

)

 
   

Total net unrealized appreciation (depreciation)

             

$

4,185

   

Centrally Cleared

Credit Default Swap Agreements — Sell Protection (a)

Underlying
Instrument*
  Fixed
Deal
Receive
Rate
  Maturity
Date
  Payment
Frequency
  Implied
Credit
Spread at
December 31,
2019 (b)
  Notional
Amount (c)
 

Value

  Premiums
Paid
(Received)
  Unrealized
Appreciation
(Depreciation)
 
CDX North
America High
Yield Index;
Series 33
   

5.00

%

 

12/20/24

 

Quarterly

   

2.79

%

 

$

5,940,000

   

$

573,441

   

$

452,628

   

$

120,813

   
   

$

573,441

   

$

452,628

   

$

120,813

   

*  As of December 31, 2019, the CDX North America High Yield Index (the "Index") included securities which had defaulted and represented 1% of the Index. Reflects the notional amount after the default of securities. Reflects the notional amount after the default of securities.

(a)  When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.

(b)  Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

(c)  The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the Index.

See notes to financial statements.


39



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.6%)

 

Communication Services (0.6%):

 

AMC Networks, Inc., Class A (a)

   

6,000

   

$

237,000

   

Cinemark Holdings, Inc.

   

10,000

     

338,500

   

TEGNA, Inc.

   

33,000

     

550,770

   
     

1,126,270

   

Total Common Stocks (Cost $1,101,256)

   

1,126,270

   

Senior Secured Loans (22.8%)

 
Ai Ladder Luxembourg Subco Sarl, 1st Lien Term Loan B, 6.60%
(LIBOR03M+450bps), 5/4/25 (b)
 

$

782,850

     

780,893

   
Alphabet Holding Co., Inc., 2nd Lien Term Loan, 9.45% (LIBOR01M+775bps),
8/15/25 (b)
   

1,500,000

     

1,313,745

   

Avaya, Inc., 1st Lien Term Loan B, 5.99% (LIBOR01M+425bps), 12/15/24 (b)

   

583,069

     

571,117

   

Bass Pro Group LLC, Term Loan B, 6.70% (LIBOR01M+500bps), 12/16/23 (b)

   

1,972,411

     

1,965,014

   

Clear Channel Outdoor Holdings, Inc., 5.20% (LIBOR01M+350bps), 11/25/26 (b)

   

1,745,625

     

1,753,725

   
CPM Holdings, Inc., 1st Lien Term Loan, 5.45% (LIBOR01M+375bps),
11/17/25 (b)
   

792,000

     

782,496

   
Crown Finance US, Inc., 1st Lien Term Loan B, 3.95% (LIBOR01M+225bps),
2/7/25 (b)
   

2,021,983

     

2,019,213

   

Dayco Products LLC, 6.16% (LIBOR03M+425bps), 5/19/24 (b)

   

975,000

     

848,250

   

Diamond Sports Group LLC, 5.03% (LIBOR01M+325bps), 8/24/26 (b)

   

1,995,000

     

1,990,850

   

Dynasty Acquisition Co., Inc., 6.10% (LIBOR03M+400bps), 4/6/26 (b)

   

648,724

     

652,675

   

GTT Communications, Inc., 1st Lien Term Loan B, 4.45% (LIBOR01M+275bps) (b)

   

879,845

     

732,392

   

Hertz Corp., Term Loan B1, 4.46% (LIBOR01M+275bps), 6/30/23 (b) (c)

   

1,959,288

     

1,969,495

   
Holley Purchaser, Inc., 1st Lien Term Loan, 6.93% (LIBOR03M+500bps),
10/24/25 (b)
   

990,000

     

925,650

   

II-VI, Inc., 5.21% (LIBOR03M+350bps), 9/24/26 (b)

   

1,745,625

     

1,752,171

   

Leslie's Poolmart, Inc., Term Loan B, 5.34% (LIBOR02M+350bps), 8/16/23 (b)

   

989,899

     

924,318

   
LifeScan Global Corp., 1st Lien Term Loan, 8.06% (LIBOR06M+600bps),
6/19/24 (b)
   

1,893,731

     

1,798,249

   

Navistar, Inc., 1st Lien Term Loan B, 5.24% (LIBOR01M+350bps), 11/2/24 (b)

   

1,977,437

     

1,969,191

   
Nexstar Broadcasting, Inc., 1st Lien Term Loan, 4.45%
(LIBOR01M+275bps), 6/20/26 (b)
   

1,750,000

     

1,758,155

   
Packaging Coordinators Midco, Inc., 2nd Lien Term Loan, 10.86%
(LIBOR03M+875bps), 7/1/24 (b)
   

500,000

     

497,500

   

Radiate Holdco LLC, 4.70% (LIBOR01M+300bps), 2/1/24 (b)

   

979,849

     

982,788

   
Reynolds Group Holdings, Inc., 1st Lien Term Loan B, 4.45% (LIBOR01M+275bps),
2/5/23 (b)
   

1,783,038

     

1,787,229

   

SIWF Holdings, Inc., 10.20% (LIBOR01M+850bps), 5/26/26 (b)

   

1,000,000

     

942,500

   
Specialty Building Products Holdings LLC, 1st Lien Term Loan, 7.45%
(LIBOR01M+575bps), 10/1/25 (b)
   

992,500

     

986,714

   

Spectacle Gary Holdings LLC, 10.80% (LIBOR01M+900bps), 10/17/24 (b) (c)

   

1,864,865

     

1,883,514

   

Spectacle Gary Holdings LLC, 10/17/25 (c) (d)

   

135,135

     

136,486

   
Sprint Communications, Inc., 1st Lien Term Loan B, 4.25% (LIBOR01M+250bps),
2/2/24 (b)
   

1,977,208

     

1,957,929

   

Standard Aero, 6.10% (LIBOR03M+400bps), 4/6/26 (b)

   

348,776

     

350,900

   

Stars Group Holdings BV, 5.60% (LIBOR03M+350bps), 6/27/25 (b)

   

859,126

     

865,896

   

See notes to financial statements.


40



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 
Principal
Amount
 

Value

 

Station Casinos LLC, Term Loan B, 4.21% (LIBOR01M+250bps), 6/8/23 (b)

 

$

989,653

   

$

993,404

   
Team Health Holdings, Inc., 1st Lien Term Loan B, 4.45% (LIBOR01M+275bps),
2/6/24 (b)
   

1,492,327

     

1,203,652

   

Tenneco, Inc., 1st Lien Term Loan B, 4.70% (LIBOR01M+300bps), 6/18/25 (b)

   

1,984,975

     

1,937,415

   
Univision Communications, 1st Lien Term Loan C5, 4.45% (LIBOR01M+275bps),
3/15/24 (b)
   

1,972,594

     

1,945,017

   

Total Senior Secured Loans (Cost $41,140,613)

   

40,978,543

   

Corporate Bonds (70.7%)

 

Communication Services (11.3%):

 
AMC Entertainment Holdings, Inc., 6.13%, 5/15/27,
Callable 5/15/22 @ 103.06 (e)
   

2,000,000

     

1,828,800

   

AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/1/21 @ 102.38 (e)

   

2,000,000

     

2,012,260

   

Cablevision Systems Corp., 5.88%, 9/15/22

   

2,000,000

     

2,155,760

   
CCO Holdings LLC/CCO Holdings Capital Corp., 5.00%, 2/1/28,
Callable 8/1/22 @ 102.5 (f)
   

2,000,000

     

2,097,300

   
Consolidated Communications, Inc., 6.50%, 10/1/22,
Callable 2/10/20 @ 101.63 (e)
   

2,000,000

     

1,826,860

   

Hughes Satellite Systems Corp., 6.63%, 8/1/26 (e)

   

1,750,000

     

1,938,983

   

Meredith Corp., 6.88%, 2/1/26, Callable 2/1/21 @ 103.44 (e)

   

2,000,000

     

2,079,760

   

Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (f) (g)

   

2,000,000

     

2,164,299

   

Telesat Canada/Telesat LLC, 6.50%, 10/15/27, Callable 10/15/22 @ 103.25 (f)

   

2,000,000

     

2,081,740

   

T-Mobile USA, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38

   

2,000,000

     

2,097,620

   
     

20,283,382

   

Consumer Discretionary (11.5%):

 
1011778 BC ULC / New Red Finance, Inc., 4.38%, 1/15/28,
Callable 11/15/22 @ 102.19 (f)
   

1,780,000

     

1,793,457

   

Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 (e)

   

2,000,000

     

2,017,880

   

Boyd Gaming Corp., 6.38%, 4/1/26, Callable 4/1/21 @ 103.19

   

2,000,000

     

2,155,080

   

Eldorado Resorts, Inc., 6.00%, 9/15/26, Callable 9/15/21 @ 104.5

   

1,750,000

     

1,932,490

   

Golden Nugget, Inc., 8.75%, 10/1/25, Callable 10/1/20 @ 104.38 (f)

   

1,400,000

     

1,499,190

   

Installed Building Products, Inc., 5.75%, 2/1/28, Callable 2/1/23 @ 102.88 (f)

   

1,200,000

     

1,282,452

   

Mattel, Inc., 5.45%, 11/1/41, Callable 5/1/41 @ 100

   

2,000,000

     

1,687,400

   

MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100

   

2,000,000

     

2,221,199

   
Panther BF Aggregator 2 LP/Panther Finance Co., Inc., 8.50%, 5/15/27,
Callable 5/15/22 @ 104.25 (f)
   

2,000,000

     

2,125,120

   

Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (f)

   

1,750,000

     

1,928,990

   
The Enterprise Development Authority, 12.00%, 7/15/24,
Callable 7/15/21 @ 109 (f)
   

1,200,000

     

1,375,896

   

Yum! Brands, Inc., 5.35%, 11/1/43, Callable 5/1/43 @ 100

   

1,000,000

     

1,000,090

   
     

21,019,244

   

Consumer Staples (6.9%):

 

Albertsons Cos. LLC, 5.75%, 3/15/25, Callable 2/10/20 @ 104.31

   

2,000,000

     

2,074,860

   
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC,
5.88%, 2/15/28, Callable 8/15/22 @ 104.41 (f)
   

875,000

     

930,738

   

B&G Foods, Inc., 5.25%, 4/1/25, Callable 4/1/20 @ 103.94 (e)

   

1,750,000

     

1,803,690

   

Cott Holdings, Inc., 5.50%, 4/1/25, Callable 4/1/20 @ 104.13 (f) (g)

   

1,750,000

     

1,829,520

   

Dole Food Co., Inc., 7.25%, 6/15/25, Callable 6/15/20 @ 103.63 (f)

   

1,750,000

     

1,693,755

   

See notes to financial statements.


41



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 
Principal
Amount
 

Value

 

Post Holdings, Inc., 5.00%, 8/15/26, Callable 8/15/21 @ 102.5 (f)

 

$

2,000,000

   

$

2,119,500

   

Simmons Foods, Inc., 7.75%, 1/15/24, Callable 1/15/21 @ 103.88 (f)

   

1,715,000

     

1,844,037

   
     

12,296,100

   

Energy (0.5%):

 

Citgo Holding, Inc., 9.25%, 8/1/24, Callable 8/1/21 @ 104.63 (f)

   

875,000

     

939,759

   

Financials (11.2%):

 
Acrisure LLC/Acrisure Finance, Inc., 8.13%, 2/15/24,
Callable 2/15/21 @ 104.06 (f)
   

1,875,000

     

2,037,899

   

AmWINS Group, Inc., 7.75%, 7/1/26, Callable 7/1/21 @ 105.81 (f)

   

1,000,000

     

1,104,910

   

BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (f)

   

1,500,000

     

1,532,355

   
Capitol Investment Merger Sub 2 LLC, 10.00%, 8/1/24,
Callable 8/1/21 @ 105 (e) (f)
   

1,750,000

     

1,821,015

   
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26,
Callable 5/1/21 @ 104 (f) (g)
   

1,000,000

     

1,084,080

   
Downstream Development Authority of the Quapaw Tribe of Oklahoma, 10.50%,
2/15/23, Callable 2/15/20 @ 107.25 (f)
   

1,000,000

     

1,050,030

   

Eagle Holding Co. II LLC, 7.75%, 5/15/22, Callable 2/10/20 @ 101 PIK (e) (f)

   

1,750,000

     

1,775,725

   

Gray Escrow, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (f)

   

2,000,000

     

2,228,360

   

Intelsat Jackson Holdings SA, 5.50%, 8/1/23, Callable 2/10/20 @ 101.83

   

2,000,000

     

1,716,600

   

LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (e) (f)

   

1,750,000

     

1,791,598

   

Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (e) (f)

   

2,000,000

     

1,999,840

   

Wolverine Escrow LLC, 13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (e) (f)

   

2,000,000

     

2,057,720

   
     

20,200,132

   

Health Care (10.3%):

 
Air Medical Group Holdings, Inc., 6.38%, 5/15/23,
Callable 2/10/20 @ 101.59 (e) (f)
   

1,750,000

     

1,558,095

   

Avantor, Inc., 9.00%, 10/1/25, Callable 10/1/20 @ 106.75 (f) (g)

   

1,000,000

     

1,119,150

   

Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 4/15/20 @ 103.06 (f)

   

2,000,000

     

2,069,580

   

Endo Finance LLC, 6.00%, 2/1/25, Callable 2/10/20 @ 103 (f)

   

2,000,000

     

1,353,980

   

HCA, Inc., 5.38%, 2/1/25

   

2,000,000

     

2,213,760

   

Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22, Callable 2/10/20 @ 100 (e) (f) (g)

   

1,750,000

     

1,741,915

   
Regional Care Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%,
12/1/26, Callable 12/1/21 @ 104.88 (f)
   

2,000,000

     

2,263,559

   

Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (e) (f)

   

1,750,000

     

1,917,878

   

Tenet Healthcare Corp., 6.75%, 6/15/23 (e)

   

2,000,000

     

2,199,040

   

Verscend Escrow Corp., 9.75%, 8/15/26, Callable 8/15/21 @ 104.88 (f)

   

1,750,000

     

1,918,263

   
     

18,355,220

   

Industrials (13.9%):

 

Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 2/10/20 @ 103.69 (f)

   

1,750,000

     

1,389,063

   

Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 2/15/20 @ 105 (e) (f) (g)

   

1,750,000

     

1,734,023

   
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23,
Callable 2/10/20 @ 102 (f)
   

1,750,000

     

1,568,613

   

Aramark Services, Inc., 5.00%, 2/1/28, Callable 2/1/23 @ 102.5 (f)

   

2,000,000

     

2,106,640

   

Beacon Escrow Corp., 4.88%, 11/1/25, Callable 11/1/20 @ 102.44 (f)

   

1,530,000

     

1,536,870

   

Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (f)

   

2,000,000

     

2,060,640

   

Covanta Holding Corp., 5.88%, 7/1/25, Callable 7/1/20 @ 104.41

   

1,000,000

     

1,055,280

   
Nielsen Finance LLC /Nielsen Finance Co., 5.00%, 4/15/22,
Callable 2/10/20 @ 101.25 (f)
   

2,000,000

     

2,010,520

   

See notes to financial statements.


42



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Pisces Midco, Inc., 8.00%, 4/15/26, Callable 4/15/21 @ 104 (e) (f)

 

$

1,750,000

   

$

1,826,405

   

SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (e) (f) (g)

   

1,750,000

     

1,807,103

   

TransDigm, Inc., 6.50%, 7/15/24, Callable 2/10/20 @ 103.25

   

2,000,000

     

2,067,520

   

Triumph Group, Inc., 6.25%, 9/15/24, Callable 9/15/20 @ 103.13 (f)

   

1,350,000

     

1,420,389

   
United Rentals North America, Inc., 6.50%, 12/15/26,
Callable 12/15/21 @ 103.25
   

2,000,000

     

2,200,979

   

XPO Logistics, Inc., 6.75%, 8/15/24, Callable 8/15/21 @ 103.38 (f)

   

2,000,000

     

2,172,640

   
     

24,956,685

   

Materials (5.1%):

 
Ardagh Packaging Finance PLC/Holdings USA, Inc., 6.00%, 2/15/25,
Callable 2/15/20 @ 104.5 (f)
   

2,000,000

     

2,097,820

   

Greif, Inc., 6.50%, 3/1/27, Callable 3/1/22 @ 103.25 (e) (f)

   

2,000,000

     

2,164,980

   

Intertape Polymer Group, Inc., 7.00%, 10/15/26, Callable 10/15/21 @ 103.5 (f)

   

1,330,000

     

1,402,671

   

Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 10/15/20 @ 103.13 (e) (f)

   

1,990,000

     

1,714,027

   
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26,
Callable 4/15/21 @ 103.88 (e) (f) (g)
   

1,750,000

     

1,735,702

   
     

9,115,200

   

Total Corporate Bonds (Cost $122,804,460)

   

127,165,722

   

Collateral for Securities Loaned^ (14.5%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (h)

   

1,239,855

     

1,239,855

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (h)

   

6,830,716

     

6,830,716

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (h)

   

207,086

     

207,086

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 1.80% (h)
   

4,126,459

     

4,126,459

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (h)

   

4,539,425

     

4,539,425

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 1.76% (h)
   

9,078,540

     

9,078,540

   

Total Collateral for Securities Loaned (Cost $26,022,081)

   

26,022,081

   

Total Investments (Cost $191,068,410) — 108.6%

   

195,292,616

   

Liabilities in excess of other assets — (8.6)%

   

(15,539,195

)

 

NET ASSETS — 100.00%

 

$

179,753,421

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

(c)  Security purchased on a when-issued basis.

(d)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

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

(f)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $86, 879, 809 and amounted to 48.3% of net assets.

See notes to financial statements.


43



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

(g)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

(h)  Rate disclosed is the daily yield on December 31, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Paid In-Kind security

PLC — Public Limited Company

ULC — Unlimited Liability Co.

See notes to financial statements.


44



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (96.6%)

 

Arkansas (3.7%):

 
Arkansas Development Finance Authority Revenue Bonds,
3.20%, 12/1/49, Continuously Callable @100
 

$

1,500,000

   

$

1,480,020

   
Lonoke White Public Water Authority Revenue Bonds, 3.00%,
12/1/45, Continuously Callable @100
   

1,000,000

     

988,760

   
     

2,468,780

   

California (5.9%):

 
California Educational Facilities Authority Revenue Bonds,
5.00%, 5/1/49
   

1,500,000

     

2,291,955

   
Golden State Tobacco Securitization Corp. Revenue Bonds,
Series A2, 5.00%, 6/1/47, Continuously Callable @100
   

1,500,000

     

1,550,625

   
     

3,842,580

   

Connecticut (3.5%):

 
Connecticut Health and Educational Facilities Authority Revenue Bonds,
Series 2016 CT, 5.00%, 12/1/41, Continuously Callable @100
   

2,000,000

     

2,330,980

   

Florida (5.2%):

 
County of Broward Revenue Bonds, Series B, 1.73%, 12/1/48, Continuously
Callable @100
   

1,110,000

     

1,110,000

   
Miami-Dade County Public Facilities Revenue Refunding Bonds,
Series 2015 A, 5.00%, 6/1/33, Continuously Callable @100
   

2,000,000

     

2,332,460

   
     

3,442,460

   

Guam (1.8%):

 
Port Authority of Guam Revenue, Series A, 5.00%, 7/1/48, Continuously
Callable @100
   

1,000,000

     

1,182,680

   

Illinois (24.9%):

 
Chicago Board of Education General Obligation Bonds, 6.00%, 4/1/46,
Continuously Callable @100
   

2,275,000

     

2,712,551

   
Chicago General Obligation Refunding Bonds, Series A, 5.75%, 1/1/33,
Continuously Callable @100
   

2,000,000

     

2,362,000

   
Chicago Transit Authority Sales Tax Receipts Revenue Bonds,
Series 2014, 5.00%, 12/1/44, Continuously Callable @100
   

2,450,000

     

2,764,653

   

City of Chicago General Obligation Bonds

 

Series A, 6.00%, 1/1/38, Continuously Callable @100

   

1,000,000

     

1,188,610

   

Series A, 5.50%, 1/1/49, Continuously Callable @100

   

1,000,000

     

1,172,340

   

City of Chicago Wastewater Transmission Revenue

 

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

   

1,000,000

     

1,130,130

   

Series C, 5.00%, 1/1/34, Continuously Callable @100

   

1,000,000

     

1,123,260

   
Illinois General Obligation Bonds, Series 2013, 5.50%, 7/1/27,
Continuously Callable @100
   

2,000,000

     

2,213,460

   
Sales Tax Securitization Corp. Revenue Bonds, Series 2018 C, 5.00%, 1/1/43,
Continuously Callable @100
   

1,500,000

     

1,729,770

   
     

16,396,774

   

Massachusetts (1.8%):

 
University of Massachusetts Building Authority Project Revenue Bonds,
Series 2014 1, 5.00%, 11/1/39, Continuously Callable @100
   

1,000,000

     

1,154,660

   

See notes to financial statements.


45



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Missouri (1.8%):

 
Health & Educational Facilities Authority of the State of Missouri
Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @100 (a)
 

$

1,150,000

   

$

1,188,836

   

New Jersey (11.3%):

 
New Jersey Economic Development Authority Biomedical
Research Facilities Revenue Bonds, Series 2016 A, 5.00%, 7/15/29,
Continuously Callable @100
   

885,000

     

1,022,255

   
New Jersey Economic Development Authority School Facilities
Construction Revenue Bonds, Series 2015 WW, 5.25%, 6/15/32,
Continuously Callable @100
   

3,000,000

     

3,427,919

   
New Jersey Transportation Trust Fund Authority Revenue
Bonds 5.00%, 6/15/28, Continuously Callable @100
   

1,000,000

     

1,173,790

   

Series BB, 3.50%, 6/15/46, Continuously Callable @100

   

200,000

     

197,286

   
Tobacco Settlement Financing Corp., Revenue Bonds,
Series 2018 A, 5.00%, 6/1/46, Continuously Callable @100
   

1,500,000

     

1,703,415

   
     

7,524,665

   

New York (14.1%):

 
Metropolitan Transportation Authority Dedicated Tax Green Fund
Revenue Bonds, Series 2016 B1, 5.00%, 11/15/56,
Continuously Callable @100
   

1,545,000

     

1,837,129

   
New York Counties Tobacco Trust II Revenue Bonds, 5.75%, 6/1/43,
Continuously Callable @100
   

200,000

     

200,510

   
New York Utility Debt Securitization Authority Revenue Bonds,
Series 2013 TE, 5.00%, 12/15/41, Continuously Callable @100
   

1,500,000

     

1,699,995

   
Port Authority of New York & New Jersey Revenue Bonds
5.00%, 10/1/30, Continuously Callable @100
   

2,000,000

     

2,157,940

   

5.00%, 12/1/32, Continuously Callable @100

   

1,000,000

     

1,129,120

   
TSASC, Inc. Revenue, Series A, 5.00%, 6/1/41,
Continuously Callable @100
   

2,000,000

     

2,243,800

   
     

9,268,494

   

North Carolina (5.0%):

 

City of Charlotte, 4.00%, 6/1/49, Continuously Callable @100

   

1,670,000

     

1,866,342

   

University of North Carolina Hill Revenue Bonds, 5.00%, 2/1/49

   

1,000,000

     

1,446,870

   
     

3,313,212

   

Ohio (2.5%):

 
Logan Elm Local School District General Obligation Bonds, 4.00%,
11/1/55, Continuously Callable @100
   

1,500,000

     

1,635,150

   

Oregon (0.3%):

 
Oregon State Lottery Revenue Bonds, Series A, 5.25%, 4/1/30,
Continuously Callable @100
   

205,000

     

215,227

   

Pennsylvania (5.5%):

 
Pennsylvania Higher Educational Facilities Authority Revenue Bonds,
Series 2010 E, 5.00%, 5/15/31, Continuously Callable @100
   

1,000,000

     

1,013,420

   
Philadelphia School District General Obligation Bonds,
Series A, 5.00%, 9/1/38, Continuously Callable @100
   

1,200,000

     

1,428,108

   

See notes to financial statements.


46



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 
School District of Philadelphia, GO, 5.00%, 9/1/44,
Continuously Callable @100
 

$

1,000,000

   

$

1,189,380

   
     

3,630,908

   

Texas (2.4%):

 
Canadian River Municipal Water Authority, Subordinate Lien Contract
Revenue Bonds, Series 2011, 5.00%, 2/15/26, Continuously
Callable @100
   

1,000,000

     

1,040,710

   
New Hope Cultural Education Facilities Finance Corp. Revenue, 5.00%,
7/1/47, Continuously Callable @102
   

500,000

     

522,590

   
     

1,563,300

   

Utah (1.7%):

 
Utah Infrastructure Agency Revenue Bonds, Series A, 5.00%, 10/15/40,
Continuously Callable @100
   

1,000,000

     

1,120,410

   

Washington (4.1%):

 
Richland Electric Utility Revenue Bonds, 5.00%, 11/1/41,
Continuously Callable @100
   

2,370,000

     

2,724,244

   

Wisconsin (1.1%):

 
Ashwaubenon Community Development Authority, Brown County
Expo Center Project Revenue Bonds, 3.00%, 6/1/44,
Continuously Callable @100
   

700,000

     

704,907

   

Total Municipal Bonds (Cost $59,183,931)

   

63,708,267

   

Total Investments (Cost $59,183,931) — 96.6%

   

63,708,267

   

Other assets in excess of liabilities — 3.4%

   

2,260,269

   

NET ASSETS — 100.00%

 

$

65,968,536

   

(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 based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $1,188,836 and amounted to 1.8% of net assets.

GO — General Obligation

See notes to financial statements.


47



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (95.8%)

 

California (5.9%):

 

California Educational Facilities Authority Revenue Bonds, 5.00%, 5/1/49

 

$

1,000,000

   

$

1,527,970

   
Golden State Tobacco Securitization Corp. Revenue Bonds, Series A2, 5.00%,
6/1/47, Continuously Callable @100
   

1,000,000

     

1,033,750

   
     

2,561,720

   

Colorado (4.7%):

 
Regional Transportation District, Denver Transit Partners Eagle P3 Project
Revenue Bonds, Series 2010, 6.00%, 1/15/34, Continuously
Callable @100
   

2,000,000

     

2,027,339

   

Delaware (3.6%):

 
The Delaware Municipal Electric Corp. Revenue Bonds, 5.00%, 10/1/44,
Continuously Callable @100
   

1,290,000

     

1,557,004

   

District of Columbia (2.4%):

 
District of Columbia Tobacco Settlement Financing Corp.
Revenue Bonds, 6.50%, 5/15/33
   

915,000

     

1,040,300

   

Florida (16.2%):

 
County of Broward Revenue Bonds, Series B, 1.73%, 12/1/48,
Continuously Callable @100
   

600,000

     

600,000

   
Osceola County Expressway System Revenue Bonds, Poinciana
Parkway Project, Series 2014 A, 5.38%, 10/1/47,
Pre-refunded 10/1/24 @ 100
   

1,000,000

     

1,191,450

   
Sumter County Village Community Development District No. 10 Special
Assessment Revenue Bonds, Series 2014, 5.75%, 5/1/31, Continuously
Callable @100
   

1,325,000

     

1,459,315

   
Sumter County Village Community Development District No. 8
Special Assessment Revenue Bonds
 

Series 2010, 6.13%, 5/1/39, Continuously Callable @100

   

1,835,000

     

1,852,304

   

Series 2010, 6.13%, 5/1/40, Continuously Callable @100

   

1,920,000

     

1,937,933

   
     

7,041,002

   

Illinois (17.6%):

 
Chicago Board of Education General Obligation Bonds, 6.00%, 4/1/46,
Continuously Callable @100
   

1,500,000

     

1,788,495

   
Chicago General Obligation Refunding Bonds, Series 2015 C, 5.00%,
1/1/38, Continuously Callable @100
   

1,000,000

     

1,106,330

   

City of Chicago General Obligation Bonds

 

Series A, 6.00%, 1/1/38, Continuously Callable @100

   

1,000,000

     

1,188,610

   

Series A, 5.50%, 1/1/49, Continuously Callable @100

   

1,000,000

     

1,172,340

   

Illinois General Obligation Bonds

 

Series June 2013, 5.50%, 7/1/33, Continuously Callable @100

   

1,000,000

     

1,102,410

   

Series June 2013, 5.50%, 7/1/38, Continuously Callable @100

   

1,250,000

     

1,372,038

   
     

7,730,223

   

Indiana (0.9%):

 
Indiana Finance Authority Revenue Bonds, 1.63%, 12/1/39,
Callable 2/3/20 @ 100
   

400,000

     

400,000

   

See notes to financial statements.


48



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Massachusetts (2.9%):

 
Massachusetts Educational Financing Authority,
Education Loan Revenue Bonds, Issue J
 

Series 2011, 5.63%, 7/1/28, Continuously Callable @100

 

$

350,000

   

$

359,793

   

Series 2011, 5.63%, 7/1/29, Continuously Callable @100

   

705,000

     

734,807

   

Series 2011, 5.63%, 7/1/33, Continuously Callable @100

   

175,000

     

180,896

   
     

1,275,496

   

Mississippi (2.7%):

 
Mississippi Development Bank Revenue Bonds, 5.00%, 3/1/48,
Continuously Callable @100
   

1,000,000

     

1,200,220

   

Missouri (1.2%):

 
Health & Educational Facilities Authority of the State of Missouri
Revenue Bonds, 4.25%, 12/1/42, Continuously Callable @100 (a)
   

500,000

     

516,885

   

New Jersey (10.4%):

 
New Jersey Economic Development Authority School Facilities
Construction Revenue Bonds, Series 2015 WW, 5.25%, 6/15/32,
Continuously Callable @100
   

1,000,000

     

1,142,640

   
New Jersey Economic Development Motor Vehicle Surcharges
Subordinate Revenue Bonds, Series A, 5.00%, 7/1/33,
Continuously Callable @100
   

500,000

     

572,035

   
New Jersey Higher Education Student Assistance Authority, Student Loan
Revenue Bonds, Series 2011-1, 5.75%, 12/1/28,
Continuously Callable @100
   

630,000

     

669,684

   
New Jersey Transportation Trust Fund Authority Revenue Bonds,
Series BB, 3.50%, 6/15/46, Continuously Callable @100
   

500,000

     

493,215

   
Tobacco Settlement Financing Corp., Revenue Bonds, Series 2018 A,
5.00%, 6/1/46, Continuously Callable @100
   

1,500,000

     

1,703,415

   
     

4,580,989

   

New York (0.2%):

 
Niagara Area Development Corp. Revenue Bonds, 1.72%, 11/1/36,
Callable 2/3/20 @ 100
   

100,000

     

100,000

   

North Carolina (3.3%):

 

University of North Carolina Hill Revenue Bonds, 5.00%, 2/1/49

   

1,000,000

     

1,446,870

   

North Dakota (2.4%):

 
Grand Forks, North Dakota Senior Housing and Nursing Facility
Revenue Bonds, 5.00%, 12/1/36, Continuously Callable @100
   

1,000,000

     

1,057,550

   

Ohio (2.4%):

 
Logan Elm Local School District General Obligation Bonds, 4.00%,
11/1/55, Continuously Callable @100
   

975,000

     

1,062,848

   

Oklahoma (0.0%):

 
Oklahoma Development Finance Authority Continuing Care Retirement
Community Revenue Bonds, Series 2012, 6.00%, 1/1/32, Continuously
Callable @100 (b)
   

1,885,000

     

18,533

   

Oregon (1.3%):

 
Clackamas County Hospital Facility Authority Revenue Bonds,
Series A, 5.00%, 11/15/52, Continuously Callable @102
   

500,000

     

565,975

   

See notes to financial statements.


49



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

South Carolina (4.0%):

 
Lancaster County, Walnut Creek Improvement District Assessment
Refunding Revenue Bonds, Series 2016 A-1, 5.00%, 12/1/37, Continuously
Callable @100
 

$

1,675,000

   

$

1,756,439

   

South Dakota (1.4%):

 

Oglala Sioux Tribe, Series 2012, 5.00%, 10/1/22, Callable 2/10/20 @ 100 (a)

   

600,000

     

600,756

   

Texas (4.8%):

 
New Hope Cultural Education Facilities Finance Corp. Revenue, 5.00%,
7/1/47, Continuously Callable @102
   

1,000,000

     

912,170

   
Texas Private Activity Bond Surface Transportation Corp. Revenue
Bonds, NTE Mobility Partners Segments 3 LLC — Segments 3A & 3B
Facility, Series 2013, 7.00%, 12/31/38, Continuously Callable @100
   

1,000,000

     

1,167,000

   
     

2,079,170

   

Utah (4.3%):

 
Utah Charter School Finance Authority Revenue Bonds, 5.00%, 4/15/37,
Continuously Callable @100
   

500,000

     

573,505

   
Utah Infrastructure Agency Revevnue Bonds, Series A, 5.38%, 10/15/40,
Continuously Callable @100
   

1,150,000

     

1,326,778

   
     

1,900,283

   

West Virginia (2.5%):

 
The Country Commission of Monongalia Country, WV Special District Excise
Tax Revenue Bonds, Series 2017 A, 5.75%, 6/1/43,
Continuously Callable @100 (a)
   

1,000,000

     

1,094,440

   

Wisconsin (0.7%):

 
Ashwaubenon Community Development Authority, Brown County
Expo Center Project Revenue Bonds, 3.00%, 6/1/44,
Continuously Callable @100
   

300,000

     

302,103

   

Total Municipal Bonds (Cost $39,276,430)

   

41,916,145

   

Total Investments (Cost $39,276,430) — 95.8%

   

41,916,145

   

Other assets in excess of liabilities — 4.2%

   

1,851,838

   

NET ASSETS — 100.00%

 

$

43,767,983

   

(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 based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $2,212,081 and amounted to 5.1% of net assets.

(b)  Defaulted security.

LLC — Limited Liability Company

See notes to financial statements.


50



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Senior Secured Loans (83.5%)

 
Acrisure LLC, 1st Lien Term Loan B, 6.35% (LIBOR03M+425bps),
11/22/23 (a)
 

$

6,796,479

   

$

6,804,976

   
Ai Ladder Luxembourg Subco Sarl, 1st Lien Term Loan B,
6.60% (LIBOR03M+450bps), 5/4/25 (a)
   

5,871,373

     

5,856,695

   

Air Medical Group Holdings, Inc., 5.95% (LIBOR01M+425bps), 3/14/25 (a)

   

4,974,684

     

4,813,006

   

Air Methods Corp, 5.60% (LIBOR03M+350bps), 4/21/24 (a)

   

3,969,466

     

3,463,359

   

Aldevron LLC, 6.19% (LIBOR03M+425bps), 9/20/26 (a)

   

6,200,000

     

6,262,000

   
Alphabet Holding Co., Inc., 1st Lien Term Loan,
5.20% (LIBOR01M+350bps), 8/15/24 (a)
   

5,474,000

     

5,268,725

   
Alphabet Holding Co., Inc., 2nd Lien Term Loan,
9.45% (LIBOR01M+775bps), 8/15/25 (a)
   

4,950,000

     

4,335,359

   
American Axle & Manufacturing, Inc., 1st Lien Term Loan B,
4.05% (LIBOR01M+225bps), 4/6/24 (a)
   

5,305,538

     

5,305,538

   
American Axle & Manufacturing, Inc., 1st Lien Term Loan B,
4.19% (LIBOR03M+225bps), 4/6/24 (a)
   

1,319,089

     

1,319,089

   

American Renal Holdings, Inc., 6.70% (LIBOR01M+500bps), 6/15/24 (a)

   

5,040,305

     

4,772,110

   
Amneal Pharmaceuticals LLC, 1st Lien Term Loan B,
5.25% (LIBOR01M+350bps), 3/23/25 (a)
   

7,878,151

     

7,054,884

   

AmWINS Group, Inc.,(LIBOR01M+275bps), 1/25/24 (a)

   

5,765,082

     

5,805,437

   

Apex Tool Group LLC, 7.20% (LIBOR01M+550bps), 8/19/24 (a)

   

3,950,000

     

3,887,669

   
AppLovin Corp., 1st Lien Term Loan B,
5.20% (LIBOR01M+350bps), 8/15/25 (a)
   

5,940,000

     

5,973,442

   
Asurion LLC, 1st Lien Term Loan B7, 4.70% (LIBOR01M+300bps),
11/4/24 (a)
   

6,895,000

     

6,930,716

   
Avaya, Inc., 1st Lien Term Loan B, 5.99% (LIBOR01M+425bps),
12/15/24 (a)
   

6,727,724

     

6,589,806

   
Bass Pro Group LLC, Term Loan B, 6.70% (LIBOR01M+500bps),
12/16/23 (a)
   

8,305,997

     

8,274,850

   
Blount International, Inc., 1st Lien Term Loan B,
5.95% (LIBOR06M+375bps), 4/12/23 (a)
   

5,895,450

     

5,902,819

   

Boyd Gaming Corp., 3.85% (LIBOR01W+225bps), 9/15/23 (a)

   

1,621,315

     

1,630,994

   
Brand Energy & Infrastructure Services, Inc., 1st Lien Term Loan,
6.18%-6.35% (LIBOR03M+425bps), 6/21/24 (a)
   

5,782,673

     

5,760,987

   

Builders FirstSource, Inc., 4.70% (LIBOR01M+300bps), 2/29/24 (a)

   

866,667

     

868,365

   

BW NHHC Holdco, Inc., 10.91% (LIBOR03M+900bps), 5/15/26 (a)

   

3,000,000

     

1,920,000

   

Calpine Corp., 4.20% (LIBOR03M+250bps), 8/12/26 (a)

   

4,550,978

     

4,575,872

   

Chassix, Inc., 7.44% (LIBOR03M+550bps), 11/10/23 (a)

   

1,903,890

     

1,742,060

   

Chassix, Inc., 7.44% (LIBOR06M+550bps), 11/10/23 (a)

   

2,001,299

     

1,831,188

   
CIBT Solutions, Inc., 1st Lien Term Loan, 5.85% (LIBOR03M+375bps),
6/1/24 (a)
   

3,860,204

     

3,667,194

   

Citgo Holding, Inc., 8.70% (LIBOR01M+700bps), 8/1/23 (a)

   

5,688,000

     

5,785,151

   
Clear Channel Outdoor Holdings, Inc., 5.20% (LIBOR01M+350bps),
11/25/26 (a)
   

4,987,500

     

5,010,642

   
Concrete Pumping Holdings, Inc., 7.70% (LIBOR01M+600bps),
11/14/25 (a)
   

5,775,000

     

5,649,856

   
Consolidated Communications, Inc., 1st Lien Term Loan B,
4.71% (LIBOR01M+300bps), 10/5/23 (a)
   

4,899,254

     

4,627,737

   
CPM Holdings, Inc., 1st Lien Term Loan, 5.45% (LIBOR01M+375bps),
11/17/25 (a)
   

2,970,000

     

2,934,360

   

See notes to financial statements.


51



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 
CPM Holdings, Inc., 2nd Lien Term Loan, 9.95% (LIBOR01M+825bps),
11/16/26 (a)
 

$

2,000,000

   

$

1,957,080

   
Crown Finance US, Inc., 1st Lien Term Loan B, 3.95% (LIBOR01M+225bps),
2/7/25 (a)
   

4,759,543

     

4,753,023

   
Dawn Acquisition LLC, 1st Lien Term Loan B, 5.85% (LIBOR03M+375bps),
10/25/25 (a)
   

3,465,000

     

3,285,963

   

Dayco Products LLC, 6.16% (LIBOR03M+425bps), 5/19/24 (a)

   

7,800,000

     

6,786,000

   

Diamond Sports Group LLC, 5.03% (LIBOR01M+325bps), 8/24/26 (a)

   

6,982,500

     

6,967,976

   

Dole Food Co., Inc., 4.45% (LIBOR01M+275bps), 3/24/24 (a)

   

6,000,000

     

5,982,840

   

Dynasty Acquisition Co., Inc., 6.10% (LIBOR03M+400bps), 4/6/26 (a)

   

3,632,853

     

3,654,977

   

Eldorado Resorts, Inc., 4.00% (LIBOR01M+225bps), 3/16/24 (a)

   

2,225,080

     

2,222,989

   

Emerald TopCo, Inc., 5.20% (LIBOR01M+350bps), 7/25/26 (a)

   

4,987,500

     

5,010,891

   
Endo International PLC, 1st Lien Term Loan B, 6.00% (LIBOR01M+425bps),
4/29/24 (a)
   

4,949,239

     

4,726,523

   
Engineered Machinery Holdings, Inc., 1st Lien Term Loan,
5.10% (LIBOR03M+300bps), 7/19/24 (a)
   

3,781,509

     

3,734,240

   
Forterra Finance LLC, 1st Lien Term Loan, 4.70% (LIBOR01M+300bps),
10/25/23 (a)
   

5,922,078

     

5,782,672

   
Gates Global LLC, 1st Lien Term Loan B2, 4.45% (LIBOR01M+275bps),
3/31/24 (a)
   

7,430,694

     

7,430,694

   
Gentiva Health Services, Inc., 1st Lien Term Loan,
5.50% (LIBOR01M+375bps), 7/2/25 (a)
   

5,820,754

     

5,846,249

   

Greenway Health LLC, 5.85% (LIBOR03M+375bps), 2/16/24 (a)

   

5,850,000

     

5,206,500

   
GTT Communications, Inc., 1st Lien Term Loan B,
4.45% (LIBOR01M+275bps), 5/31/25 (a)
   

5,890,101

     

4,902,979

   
Gulf Finance LLC, 1st Lien Term Loan B, 7.36% (LIBOR03M+525bps),
8/25/23 (a)
   

4,035,252

     

3,147,497

   

Hertz Corp., Term Loan B1, 4.46% (LIBOR01M+275bps), 6/30/23 (a)

   

7,577,925

     

7,617,406

   
Holley Purchaser, Inc., 1st Lien Term Loan, 6.93% (LIBOR03M+500bps),
10/24/25 (a)
   

4,356,000

     

4,072,860

   
Hub International, Ltd., 1st Lien Term Loan B, 4.65% (LIBOR02M+275bps),
4/25/25 (a)
   

7,387,500

     

7,377,749

   

II-VI, Inc., 5.21% (LIBOR03M+350bps), 9/24/26 (a)

   

4,987,500

     

5,006,203

   
Intelsat Jackson Holdings SA, 1st Lien Term Loan B3,
5.68% (LIBOR06M+375bps), 11/27/23 (a)
   

10,000,000

     

10,008,900

   
Janus International Group LLC, 1st Lien Term Loan,
5.45% (LIBOR01M+375bps), 2/9/25 (a)
   

5,947,405

     

5,887,932

   
Kindred Healthcare LLC, 1st Lien Term Loan B,
6.75% (LIBOR01M+500bps), 7/2/25 (a)
   

5,925,000

     

5,954,625

   
Leslie's Poolmart, Inc., Term Loan B, 5.34% (LIBOR02M+350bps),
8/16/23 (a)
   

6,650,769

     

6,210,156

   
LifeScan Global Corp., 1st Lien Term Loan, 8.06% (LIBOR06M+600bps),
6/19/24 (a)
   

3,348,000

     

3,179,193

   
LifeScan Global Corp., 2nd Lien Term Loan,
11.56% (LIBOR06M+950bps), 6/19/25 (a)
   

2,250,000

     

1,933,133

   

Men's Wearhouse, Inc. (The), 4.94% (LIBOR03M+325bps), 4/9/25 (a)

   

2,000,000

     

1,593,340

   

MHI Holdings LLC, 6.70% (LIBOR01M+500bps), 9/20/26 (a)

   

7,000,000

     

6,991,250

   
Navistar, Inc., 1st Lien Term Loan B, 5.24% (LIBOR01M+350bps),
11/2/24 (a)
   

7,368,750

     

7,338,022

   

See notes to financial statements.


52



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 
NCI Building Systems, Inc., 1st Lien Term Loan B,
5.49% (LIBOR01M+375bps), 4/14/25 (a)
 

$

5,894,938

   

$

5,874,659

   
Ortho-Clinical Diagnostics SA, 1st Lien Term Loan B,
5.31% (LIBOR03M+325bps), 5/22/25 (a)
   

3,647,169

     

3,600,814

   
Packaging Coordinators Midco, Inc., 2nd Lien Term Loan,
10.86% (LIBOR03M+875bps), 7/1/24 (a)
   

4,250,000

     

4,228,750

   

Panther BF Aggregator 2 LP, 5.30% (LIBOR01M+350bps), 4/30/26 (a)

   

6,982,500

     

6,995,627

   

Pluto Acquisition I, Inc., 6.95% (LIBOR03M+500bps), 6/18/26 (a)

   

5,472,500

     

5,472,500

   

Precyse Acquisition Corp., 6.20% (LIBOR01M+450bps), 10/20/22 (a)

   

6,688,363

     

5,534,621

   

Radiate Holdco LLC, 4.70% (LIBOR01M+300bps), 2/1/24 (a)

   

7,780,000

     

7,803,340

   
Regionalcare Hospital Partners Holdings, Inc., 6.20% (LIBOR01M+450bps),
11/16/25 (a)
   

6,451,250

     

6,498,023

   
Reynolds Group Holdings, Inc., 1st Lien Term Loan B,
4.45% (LIBOR01M+275bps), 2/5/23 (a)
   

5,979,569

     

5,993,621

   
Robertshaw US Holding Corp., 1st Lien Term Loan,
5.00% (LIBOR01M+325bps), 2/15/25 (a)
   

1,965,000

     

1,778,325

   
Robertshaw US Holding Corp., 2nd Lien Term Loan,
9.75% (LIBOR01M+800bps), 2/15/26 (a)
   

4,000,000

     

3,200,000

   

Sabert Corp., 6.25% (LIBOR01M+450bps), 11/26/26 (a)

   

4,000,000

     

4,031,680

   

SIWF Holdings, Inc., 10.20% (LIBOR01M+850bps), 5/26/26 (a)

   

1,500,000

     

1,413,750

   

SIWF Holdings, Inc., 5.95% (LIBOR01M+425bps), 5/27/25 (a)

   

3,940,000

     

3,920,300

   
Specialty Building Products Holdings LLC, 1st Lien Term Loan,
7.45% (LIBOR01M+575bps), 10/1/25 (a)
   

6,947,500

     

6,906,996

   
Spectacle Gary Holdings LLC,
10.80% (LIBOR01M+900bps), 10/17/25 (a) (b)
   

405,405

     

409,459

   

Spectacle Gary Holdings LLC, 10/17/24 (b) (c)

   

5,594,595

     

5,650,541

   
Sprint Communications, Inc., 1st Lien Term Loan B,
4.75% (LIBOR01M+300bps), 2/3/24 (a)
   

5,422,557

     

5,395,444

   

SRS Distribution, Inc., 6.20% (LIBOR01M+450bps), 5/23/25 (a)

   

2,500,000

     

2,503,125

   
SRS Distribution, Inc., 1st Lien Term Loan B, 4.95% (LIBOR01M+325bps),
5/19/25 (a)
   

3,950,000

     

3,914,450

   

Standard Aero, 6.10% (LIBOR03M+400bps), 4/6/26 (a)

   

1,953,147

     

1,965,042

   

Station Casinos LLC, Term Loan B, 4.21% (LIBOR01M+250bps), 6/8/23 (a)

   

5,619,915

     

5,641,214

   
Tailwind Smith Cooper Intermediate Corp., 10.71% (LIBOR01M+900bps),
5/28/27 (a)
   

3,000,000

     

2,805,000

   
Tailwind Smith Cooper Intermediate Corp., 6.71% (LIBOR01M+500bps),
5/28/26 (a)
   

4,987,500

     

4,763,063

   
Team Health Holdings, Inc., 1st Lien Term Loan B,
4.45% (LIBOR01M+275bps), 2/6/24 (a)
   

6,471,854

     

5,219,938

   
Tecomet, Inc., 1st Lien Term Loan B, 4.99% (LIBOR01M+325bps),
4/18/24 (a)
   

6,824,999

     

6,833,530

   

Telesat LLC, 4.63% (LIBOR01M+275bps), 11/22/26 (a)

   

6,000,000

     

6,017,520

   
Tenneco, Inc., 1st Lien Term Loan B, 4.70% (LIBOR01M+300bps),
6/18/25 (a)
   

6,435,000

     

6,280,817

   
Thor Industries, Inc., 1st Lien Term Loan B, 5.50% (LIBOR01M+375bps),
2/1/26 (a)
   

3,940,601

     

3,950,452

   

Titan Acquisition, Ltd., 4.70% (LIBOR01M+300bps), 3/28/25 (a)

   

4,892,652

     

4,805,269

   

Tortoise Borrower LLC, 5.20% (LIBOR03M+350bps), 1/31/25 (a)

   

4,513,688

     

4,479,835

   
Univision Communications, 1st Lien Term Loan C5,
4.45% (LIBOR01M+275bps), 3/15/24 (a)
   

6,547,508

     

6,455,974

   

See notes to financial statements.


53



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

US LBM Borrower LLC, 5.45% (LIBOR01M+375bps), 8/20/22 (a)

 

$

7,787,019

   

$

7,825,954

   

US Renal Care, Inc., 6.75% (LIBOR03M+500bps), 6/14/26 (a)

   

4,987,500

     

4,937,625

   

USI, Inc., 1st Lien Term Loan B, 5.10% (LIBOR03M+300bps), 5/16/24 (a)

   

5,812,767

     

5,806,954

   
UTZ Quality Foods LLC, 1st Lien Term Loan, 5.20% (LIBOR01M+350bps),
11/14/24 (a)
   

6,350,637

     

6,314,121

   

Verscend Holding Corp., 6.20% (LIBOR01M+450bps), 8/10/25 (a)

   

5,925,000

     

5,959,542

   
Vertex Aerospace Services Corp., 1st Lien Term Loan B,
6.20% (LIBOR01M+450bps), 6/16/25 (a)
   

2,955,000

     

2,964,249

   
WP CPP Holdings LLC, 1st Lien Term Loan B, 5.68% (LIBOR03M+375bps),
4/30/25 (a)
   

3,950,000

     

3,915,438

   
WP CPP Holdings LLC, 2nd Lien Term Loan, 9.68% (LIBOR03M+775bps),
4/30/26 (a)
   

2,000,000

     

1,966,260

   

Total Senior Secured Loans (Cost $497,678,162)

   

489,228,570

   

Corporate Bonds (13.9%)

 

Communication Services (1.6%):

 
AMC Entertainment Holdings, Inc., 6.13%, 5/15/27,
Callable 5/15/22 @ 103.06
   

5,000,000

     

4,572,000

   
Consolidated Communications, Inc., 6.50%, 10/1/22,
Callable 2/10/20 @ 101.63
   

5,000,000

     

4,567,150

   
     

9,139,150

   

Consumer Discretionary (3.1%):

 

Golden Nugget, Inc., 8.75%, 10/1/25, Callable 10/1/20 @ 104.38 (d)

   

5,000,000

     

5,354,250

   
Scientific Games International, Inc., 8.25%, 3/15/26,
Callable 3/15/22 @ 104.13 (d)
   

6,000,000

     

6,613,680

   
The Enterprise Development Authority, 12.00%, 7/15/24,
Callable 7/15/21 @ 109 (d)
   

5,000,000

     

5,732,900

   
     

17,700,830

   

Financials (6.2%):

 
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27,
Callable 7/15/22 @ 105.31 (d)
   

4,200,000

     

4,290,594

   
Capitol Investment Merger Sub 2 LLC, 10.00%, 8/1/24,
Callable 8/1/21 @ 105 (d)
   

5,000,000

     

5,202,900

   
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26,
Callable 5/1/21 @ 104 (d) (e)
   

5,000,000

     

5,420,400

   

Eagle Holding Co. II LLC, 7.75%, 5/15/22, Callable 2/10/20 @ 101 PIK (d)

   

5,000,000

     

5,073,500

   

LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (d)

   

6,500,000

     

6,654,505

   

Wolverine Escrow LLC

 

9.00%, 11/15/26, Callable 11/15/22 @ 106.75 (d)

   

4,500,000

     

4,716,180

   

13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (d)

   

4,750,000

     

4,887,085

   
     

36,245,164

   

Health Care (0.8%):

 

Endo Finance LLC, 6.00%, 2/1/25, Callable 2/10/20 @ 103 (d)

   

3,000,000

     

2,030,970

   
Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22,
Callable 2/10/20 @ 100 (d) (e)
   

3,000,000

     

2,986,140

   
     

5,017,110

   

See notes to financial statements.


54



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Industrials (1.8%):

 
Algeco Global Finance 2 PLC, 10.00%, 8/15/23,
Callable 2/15/20 @ 105 (d) (e)
 

$

4,000,000

   

$

3,963,480

   
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23,
Callable 2/10/20 @ 102 (d)
   

4,000,000

     

3,585,400

   

SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (d) (e)

   

3,000,000

     

3,097,890

   
     

10,646,770

   

Materials (0.4%):

 
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26,
Callable 4/15/21 @ 103.88 (d) (e)
   

2,500,000

     

2,479,575

   

Total Corporate Bonds (Cost $78,118,354)

   

81,228,599

   

Total Investments (Cost $575,796,516) — 97.4%

   

570,457,169

   

Other assets in excess of liabilities — 2.6%

   

15,430,589

   

NET ASSETS — 100.00%

 

$

585,887,758

   

(a)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

(b)  Security purchased on a when-issued basis.

(c)  The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.

(d)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $72,089,449 and amounted to 12.3% of net assets.

(e)  All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR01W — 1 Week US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Paid In-Kind

PLC — Public Limited Company

ULC — Unlimited Liability Co.

See notes to financial statements.


55



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Asset Backed Securities (9.6%)

 
Ally Auto Receivables Trust, Series 2018-2, Class A3,
2.92%, 11/15/22, Callable 10/15/21 @ 100
 

$

250,000

   

$

251,537

   
AmeriCredit Automobile, Series 2017-3, Class A3, 1.90%, 3/18/22,
Callable 2/18/22 @ 100 (a)
   

132,803

     

132,716

   
Applebee's Funding LLC/IHOP Funding LLC, Series 2019-1A, Class A2I,
4.19%, 6/7/49, Callable 6/5/22 @ 100 (b)
   

500,000

     

506,383

   

Capital Automotive REIT, Series 2016-A1, Class A, 4.55%, 2/15/46 (a) (b)

   

717,509

     

746,375

   

Chesapeake Funding LLC, Series 2018-A1, Class A1, 3.04%, 4/15/30 (b)

   

221,290

     

223,782

   
Enterprise Fleet Financing LLC, Series 2019-1, Class A2, 2.98%,
10/22/24 (b)
   

200,000

     

201,909

   
Focus Brands Funding LLC, Series 2017-1A, Class A2I, 3.86%, 4/30/47,
Callable 4/30/20 @ 100 (a) (b)
   

975,000

     

978,187

   
Honda Auto Receivables Owner Trust, Series 2018-3, Class A3,
2.95%, 8/22/22, Callable 1/21/22 @ 100
   

200,000

     

202,011

   
Mercedes-Benz Master Owner Trust, Series 2017-BA, Class A,
2.16% (LIBOR01M+42bps), 5/16/22 (a) (b) (c)
   

500,000

     

500,308

   
Santander Drive Auto Receivables Trust, Series 2016-3, Class C,
2.46%, 3/15/22, Callable 1/15/21 @ 100 (a)
   

229,443

     

229,677

   
Verizon Owner Trust, Series 2017-3A, Class B, 2.38%, 4/20/22,
Callable 1/20/21 @ 100 (a) (b)
   

500,000

     

501,242

   
World Omni Auto Receivables Trust, Series 2017-A, Class A4,
2.24%, 6/15/23, Callable 5/15/21 @ 100
   

400,000

     

401,327

   

Total Asset Backed Securities (Cost $4,870,888)

   

4,875,454

   

Collateralized Mortgage Obligations (2.4%)

 

COMM Mortgage Trust, Series 2015-PC1, Class A5, 3.90%, 7/10/50 (a)

   

250,000

     

266,743

   

Four Times Square Trust, Series 2006-4TS, Class A, 5.40%, 12/13/28 (b)

   

463,797

     

473,872

   

Hilton USA Trust, Series 2016-SFP, Class A, 2.83%, 11/5/35 (b)

   

500,000

     

500,390

   

Total Collateralized Mortgage Obligations (Cost $1,231,689)

   

1,241,005

   

Corporate Bonds (53.7%)

 

Communication Services (6.9%):

 

AT&T, Inc., 4.50%, 3/9/48, Callable 9/9/47 @ 100

   

250,000

     

276,280

   
Charter Communications Operating LLC/Capital, 4.20%, 3/15/28,
Callable 12/15/27 @ 100 (a) (d)
   

200,000

     

213,234

   

Comcast Corp.

 

4.15%, 10/15/28, Callable 7/15/28 @ 100 (a)

   

850,000

     

956,972

   

3.97%, 11/1/47, Callable 5/1/47 @ 100

   

300,000

     

330,588

   

Verizon Communications, Inc.

 

5.15%, 9/15/23 (a)

   

500,000

     

555,275

   

4.52%, 9/15/48 (a)

   

250,000

     

299,393

   

Vodafone Group PLC, 4.38%, 5/30/28 (a)

   

800,000

     

886,728

   
     

3,518,470

   

See notes to financial statements.


56



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Consumer Discretionary (2.6%):

 

McDonald's Corp., 2.63%, 9/1/29, MTN, Callable 6/1/29 @ 100 (a)

 

$

530,000

   

$

530,488

   

Target Corp., 3.50%, 7/1/24 (d)

   

750,000

     

803,940

   
     

1,334,428

   

Consumer Staples (4.1%):

 

Anheuser-Busch InBev Worldwide, Inc.

 

2.50%, 7/15/22

   

343,000

     

348,385

   

4.75%, 1/23/29, Callable 10/23/28 @ 100 (a)

   

450,000

     

522,202

   

5.55%, 1/23/49, Callable 7/23/48 @ 100

   

500,000

     

649,644

   

Bacardi Ltd., 4.70%, 5/15/28, Callable 2/15/28 @ 100 (b)

   

250,000

     

272,778

   

Constellation Brands, Inc., 4.10%, 2/15/48, Callable 8/15/47 @ 100 (a) (d)

   

250,000

     

261,488

   
     

2,054,497

   

Energy (12.2%):

 

Boardwalk Pipelines LP, 4.80%, 5/3/29, Callable 2/3/29 @ 100 (a)

   

500,000

     

532,600

   

Cenovus Energy, Inc., 4.25%, 4/15/27, Callable 1/15/27 @ 100 (a) (d)

   

300,000

     

317,538

   

Energy Transfer Partners, 6.00%, 6/15/48, Callable 12/15/47 @ 100 (a)

   

200,000

     

233,316

   

Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100

   

250,000

     

266,165

   

Marathon Petroleum Corp., 3.80%, 4/1/28, Callable 1/1/28 @ 100 (a)

   

500,000

     

525,425

   

MPLX LP, 4.50%, 7/15/23, Callable 4/15/23 @ 100 (a)

   

1,000,000

     

1,061,730

   

Newfield Exploration Co., 5.38%, 1/1/26, Callable 10/1/25 @ 100

   

300,000

     

325,401

   

Noble Energy, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100 (d)

   

575,000

     

606,625

   

Occidental Petroleum Corp., 2.70%, 2/15/23, Callable 11/15/22 @ 100

   

500,000

     

503,765

   

Rockies Express Pipeline LLC, 4.95%, 7/15/29, Callable 4/15/29 @ 100 (b)

   

200,000

     

199,258

   

Sabine Pass Liquefaction LLC, 5.00%, 3/15/27, Callable 9/15/26 @ 100 (a)

   

1,000,000

     

1,102,539

   

Williams Partners LP, 4.00%, 11/15/21, Callable 8/15/21 @ 100 (a)

   

500,000

     

514,815

   
     

6,189,177

   

Financials (11.3%):

 
Apollo Management Holdings LP, 4.87%, 2/15/29,
Callable 11/15/28 @ 100 (b)
   

250,000

     

280,683

   

Banco Santander SA, 3.13%, 2/23/23 (a)

   

1,000,000

     

1,019,940

   

Citigroup, Inc.

 

2.90%, 12/8/21, Callable 11/8/21 @ 100

   

500,000

     

508,030

   

4.08%(LIBOR03M+119bps), 4/23/29, Callable 4/23/28 @ 100 (a) (c) (d)

   

750,000

     

822,188

   
Credit Suisse Group AG, 3.87%(LIBOR03M+141bps), 1/12/29,
Callable 1/12/28 @ 100 (a) (b) (c)
   

750,000

     

801,405

   

Jefferies GRP LLC/Capital, 4.85%, 1/15/27

   

500,000

     

551,714

   

John Deere Capital Corp., 3.65%, 10/12/23 (a)

   

500,000

     

529,670

   

Morgan Stanley, 3.13%, 1/23/23 (a)

   

750,000

     

770,917

   

New York Life Insurance Co., 4.45%, 5/15/69, Callable 11/15/68 @ 100 (b)

   

100,000

     

115,018

   

PartnerRe Finance B LLC, 3.70%, 7/2/29, Callable 4/2/29 @ 100 (d)

   

350,000

     

367,213

   
     

5,766,778

   

Health Care (5.5%):

 

Abbvie, Inc., 4.88%, 11/14/48, Callable 5/14/48 @ 100

   

100,000

     

115,362

   

Becton Dickinson and Co., 3.36%, 6/6/24, Callable 4/6/24 @ 100 (a)

   

850,000

     

885,148

   

Bristol-Myers Squibb Co., 3.90%, 2/20/28, Callable 11/20/27 @ 100 (b)

   

1,000,000

     

1,096,440

   

CVS Health Corp., 3.35%, 3/9/21 (a)

   

750,000

     

761,940

   
     

2,858,890

   

See notes to financial statements.


57



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

Industrials (3.7%):

 

United Technologies Corp.

 

3.65%, 8/16/23, Callable 7/16/23 @ 100

 

$

500,000

   

$

527,290

   

4.13%, 11/16/28, Callable 8/16/28 @ 100 (a)

   

350,000

     

394,016

   

4.63%, 11/16/48, Callable 5/16/48 @ 100

   

250,000

     

312,808

   

Waste Connections, Inc., 3.50%, 5/1/29, Callable 2/1/29 @ 100 (a)

   

600,000

     

635,616

   
     

1,869,730

   

Information Technology (1.9%):

 

Broadcom Corp., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a)

   

700,000

     

724,976

   

Fiserv, Inc., 3.80%, 10/1/23, Callable 9/1/23 @ 100

   

250,000

     

264,090

   
     

989,066

   

Materials (2.3%):

 

DuPont de Nemours, Inc., 4.21%, 11/15/23, Callable 10/15/23 @ 100 (a)

   

500,000

     

534,765

   

WRKCo, Inc., 4.90%, 3/15/29, Callable 12/15/28 @ 100 (a)

   

600,000

     

682,776

   
     

1,217,541

   

Real Estate (1.6%):

 
Alexandria Real Estate Equities, Inc., 3.38%, 8/15/31,
Callable 5/15/31 @ 100
   

250,000

     

260,683

   

Simon Property Group, LP, 3.75%, 2/1/24, Callable 11/1/23 @ 100

   

500,000

     

532,415

   
     

793,098

   

Utilities (1.6%):

 

Avangrid, Inc., 3.80%, 6/1/29, Callable 3/1/29 @ 100

   

750,000

     

795,780

   

Total Corporate Bonds (Cost $26,068,506)

   

27,387,455

   

Residential Mortgage Backed Securities (0.7%)

 
Bank of America Funding Corp., Series 2004-2, Class 1CB1, 5.75%, 9/20/34,
Callable 5/20/25 @ 100 (a)
   

75,373

     

79,947

   
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 4.34%, 10/25/33,
Callable 1/25/20 @ 100 (a) (e)
   

132,732

     

132,732

   
Countrywide Home Loans, Inc., Series 2004-5, Class 2A9, 5.25%, 5/25/34,
Callable 1/25/20 @ 100 (a)
   

108,789

     

108,789

   
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 1/25/20,
Callable 8/25/24 @ 100 (a)
   

1,878

     

1,730

   
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 4.61%, 2/25/35,
Callable 1/25/20 @ 100 (a) (e)
   

32,975

     

32,975

   
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 2/25/20,
Callable 1/25/20 @ 100 (a)
   

2,327

     

2,337

   
Prime Mortgage Trust, Series 2004-2, Class A2, 4.75%, 2/25/20,
Callable 1/25/20 @ 100 (a)
   

2,267

     

2,288

   
Residential Funding Mortgage Securities I, Inc., Series 2005-S3, Class A1,
4.75%, 3/25/20, Callable 1/25/20 @ 100 (a)
   

218

     

218

   

Total Residential Mortgage Backed Securities (Cost $361,395)

   

361,016

   

See notes to financial statements.


58



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

  Principal
Amount
 

Value

 

U.S. Government Mortgage Backed Agencies (0.3%)

 
Federal National Mortgage Association
Series 2018-M1, Class A2, 2.99%, 12/25/27
 

$

65,000

   

$

67,986

   

3.50%, 7/1/43 (a)

   

82,551

     

86,896

   
         

154,882

   

Total U.S. Government Mortgage Backed Agencies (Cost $146,775)

   

154,882

   

U.S. Treasury Obligations (31.7%)

 
U.S. Treasury Bonds
2.75%, 11/15/47 (a)
   

1,200,000

     

1,290,000

   

3.00%, 2/15/48

   

140,000

     

157,828

   

2.25%, 8/15/49

   

175,000

     

170,297

   

U.S. Treasury Notes

 

1.25%, 1/31/20

   

150,000

     

149,941

   

2.25%, 3/31/20 (a)

   

400,000

     

400,594

   

2.13%, 5/31/21 (a)

   

1,000,000

     

1,007,266

   

1.75%, 7/31/21 (a)

   

900,000

     

902,180

   

2.38%, 1/31/23 (a)

   

805,000

     

823,364

   

2.63%, 2/28/23 (a)

   

460,000

     

474,267

   

2.88%, 11/30/23 (a)

   

3,000,000

     

3,138,046

   

1.75%, 7/31/24 (a)

   

1,500,000

     

1,504,922

   

1.25%, 8/31/24

   

100,000

     

98,094

   

2.50%, 1/31/25 (a)

   

1,650,000

     

1,714,840

   

1.88%, 7/31/26 (a)

   

2,100,000

     

2,109,188

   

1.63%, 8/15/29 (a)

   

2,315,000

     

2,257,125

   

Total U.S. Treasury Obligations (Cost $15,855,116)

   

16,197,952

   

Collateral for Securities Loaned^ (4.9%)

 
BlackRock Liquidity Funds TempFund Portfolio,
Institutional Class, 1.75% (f)
   

119,823

     

119,823

   
Fidelity Investments Money Market Government Portfolio,
Class I, 1.54% (f)
   

660,138

     

660,138

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (f)

   

20,013

     

20,013

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (f)
   

398,792

     

398,792

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (f)

   

438,702

     

438,702

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (f)
   

877,374

     

877,374

   

Total Collateral for Securities Loaned (Cost $2,514,842)

   

2,514,842

   

Total Investments (Cost $51,049,211) — 103.3%

   

52,732,606

   

Liabilities in excess of other assets — (3.3)%

   

(1,700,205

)

 

NET ASSETS — 100.00%

 

$

51,032,401

   

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security has been segregated as collateral for derivative instruments.

See notes to financial statements.


59



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $7,398,030 and amounted to 14.5% of net assets.

(c)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2019.

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

(e)  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, 2019.

(f)  Rate disclosed is the daily yield on December 31, 2019.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2019, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Futures Contracts Purchased

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

2-Year U.S. Treasury Note Future

   

16

   

3/31/20

 

$

3,453,060

   

$

3,448,000

   

$

(5,060

)

 

30-Year U.S. Treasury Bond Future

   

16

   

3/20/20

   

2,549,439

     

2,494,500

     

(54,939

)

 

Ultra Long Term U.S. Treasury Bond Future

   

11

   

3/20/20

   

2,066,259

     

1,998,219

     

(68,040

)

 
                   

$

(128,039

)

 

Futures Contracts Sold

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Future

   

16

   

3/20/20

 

$

2,268,446

   

$

2,251,250

   

$

17,196

   

10-Year U.S. Treasury Note Future

   

18

   

3/20/20

   

2,337,401

     

2,311,594

     

25,807

   

5-Year U.S. Treasury Note Future

   

25

   

3/31/20

   

2,980,183

     

2,965,234

     

14,949

   
                   

$

57,952

   
   

Total unrealized appreciation

             

$

57,952

   
   

Total unrealized depreciation

               

(128,039

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(70,087

)

 

See notes to financial statements.


60



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Centrally Cleared

Credit Default Swap Agreements — Buy Protection (a)

Underlying
Instrument*
  Fixed
Deal
Pay
Rate
  Maturity
Date
  Payment
Frequency
  Implied
Credit
Spread at
December 31,
2019 (b)
  Notional
Amount (c)
 

Value

  Premiums
Paid
(Received)
  Unrealized
Appreciation
(Depreciation)
 
CDX North
America High
Yield Index;
Series 33
   

5.00

%

 

12/20/24

 

Quarterly

   

2.81

%

 

$

841,500

   

$

(81,396

)

 

$

(61,246

)

 

$

(20,150

)

 
   

$

(81,396

)

 

$

(61,246

)

 

$

(20,150

)

 

*  As of December 31, 2019, the CDX North America High Yield Index (the "Index") included securities which had defaulted and represented 1% of the Index. Reflects the notional amount after the default of securities.

(a)  When a credit event occurs as defined under the terms of the swap agreement, the Fund as a buyer of credit protection will either (i) receive from the seller of protection an amount equal to the par value of the defaulted reference entity and deliver the reference entity or (ii) receive a net amount equal to the par value of the defaulted reference entity less its recovery value.

(b)  Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.

(c)  The notional amount represents the maximum potential amount the Fund may receive as a buyer of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the Index.

See notes to financial statements.


61



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory INCORE
Investment Quality
Bond Fund
  Victory INCORE
Low Duration
Bond Fund
  Victory High
Yield Fund
 

ASSETS:

 
Investments, at value (Cost $30,671,249,
$263,724,256 and $191,068,410)
 

$

31,390,987

(a)

 

$

264,972,436

(b)

 

$

195,292,616

(c)

 

Cash and cash equivalents

   

414,169

     

879,076

     

10,610,418

   

Deposits with brokers for futures contracts

   

122,538

     

935,507

     

   

Deposits with brokers for swap agreements

   

207,688

     

2,785,790

     

   

Interest and dividends receivable

   

181,280

     

1,483,981

     

2,567,550

   

Receivable for capital shares issued

   

62,640

     

253,711

     

674,886

   

Receivable for investments sold

   

     

     

39,471

   
Variation margin receivable on open
futures contracts
   

94

     

25,899

     

   

Receivable from Adviser

   

24,145

     

22,843

     

65,272

   

Prepaid expenses

   

25,812

     

29,540

     

26,220

   

Total Assets

   

32,429,353

     

271,388,783

     

209,276,433

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

662,890

     

1,828,649

     

26,022,081

   

Distributions

   

1,419

     

88,814

     

250,349

   

Investments purchased

   

106,034

     

     

2,940,000

   

Capital shares redeemed

   

8,542

     

2,631,655

     

131,435

   

Variation margin on open futures contracts

   

320

     

     

   

Variation margin on open swap agreements

   

311

     

2,662

     

   

Accrued expenses and other payables:

 

Investment advisory fees

   

13,510

     

104,381

     

89,269

   

Administration fees

   

1,521

     

13,010

     

8,559

   

Custodian fees

   

1,477

     

2,923

     

6,109

   

Transfer agent fees

   

10,181

     

60,460

     

28,969

   

Compliance fees

   

20

     

175

     

112

   

Trustees' fees

   

31

     

269

     

167

   
12b-1 fees    

4,393

     

24,567

     

16,852

   

Other accrued expenses

   

16,575

     

34,534

     

29,110

   

Total Liabilities

   

827,224

     

4,792,099

     

29,523,012

   

NET ASSETS:

 

Capital

   

31,502,478

     

297,839,680

     

182,691,602

   

Total distributable earnings/(loss)

   

99,651

     

(31,242,996

)

   

(2,938,181

)

 

Net Assets

 

$

31,602,129

   

$

266,596,684

   

$

179,753,421

   

Net Assets

 

Class A Shares

 

$

22,004,722

   

$

61,971,606

   

$

31,601,532

   

Class C Shares

   

2,823,980

     

38,969,075

     

21,163,215

   

Class R Shares

   

3,361,601

     

1,146,874

     

18,817,856

   

Class Y Shares

   

3,411,826

     

164,509,129

     

108,170,818

   

Total

 

$

31,602,129

   

$

266,596,684

   

$

179,753,421

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

2,263,245

     

6,203,113

     

4,692,682

   

Class C Shares

   

290,603

     

3,902,168

     

3,136,109

   

Class R Shares

   

344,899

     

114,813

     

2,787,130

   

Class Y Shares

   

351,294

     

16,460,397

     

16,144,902

   

Total

   

3,250,041

     

26,680,491

     

26,760,823

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

9.72

   

$

9.99

   

$

6.73

   

Class C Shares (d)

 

$

9.72

   

$

9.99

   

$

6.75

   

Class R Shares

 

$

9.75

   

$

9.99

   

$

6.75

   

Class Y Shares

 

$

9.71

   

$

9.99

   

$

6.70

   

Maximum Sales Charge — Class A Shares

   

2.00

%

   

2.00

%

   

2.00

%

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

$

9.92

   

$

10.19

   

$

6.87

   

(a)  Includes $645,832 of securities on loan.

(b)  Includes $1,776,595 of securities on loan.

(c)  Includes $25,052,816 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


62



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory
Tax-Exempt
Fund
  Victory
High Income
Municipal Bond
Fund
  Victory
Floating
Rate Fund
 

ASSETS:

 
Investments, at value (Cost $59,183,931,
$39,276,430 and $575,796,516)
 

$

63,708,267

   

$

41,916,145

   

$

570,457,169

   

Cash and cash equivalents

   

1,770,340

     

1,396,726

     

18,627,227

   

Interest and dividends receivable

   

588,217

     

484,911

     

3,491,373

   

Receivable for capital shares issued

   

93,312

     

96,151

     

982,647

   

Receivable for investments sold

   

     

     

1,097,035

   

Receivable from Adviser

   

24,727

     

29,930

     

136,781

   

Prepaid expenses

   

22,485

     

21,414

     

39,637

   

Total Assets

   

66,207,348

     

43,945,277

     

594,831,869

   

LIABILITIES:

 

Payables:

 

Distributions

   

11,449

     

10,552

     

333,868

   

Investments purchased

   

     

     

5,820,000

   

Capital shares redeemed

   

157,003

     

114,709

     

2,124,220

   

Accrued expenses and other payables:

 

Investment advisory fees

   

28,659

     

18,504

     

322,421

   

Administration fees

   

3,233

     

2,083

     

27,873

   

Custodian fees

   

632

     

720

     

43,021

   

Transfer agent fees

   

12,482

     

7,013

     

105,181

   

Compliance fees

   

42

     

28

     

389

   

Trustees' fees

   

64

     

43

     

664

   
12b-1 fees    

8,438

     

8,102

     

81,789

   

Other accrued expenses

   

16,810

     

15,540

     

84,685

   

Total Liabilities

   

238,812

     

177,294

     

8,944,111

   

NET ASSETS:

 

Capital

   

61,744,692

     

41,866,572

     

762,300,289

   

Total distributable earnings/(loss)

   

4,223,844

     

1,901,411

     

(176,412,531

)

 

Net Assets

 

$

65,968,536

   

$

43,767,983

   

$

585,887,758

   

Net Assets

 

Class A Shares

 

$

30,250,307

   

$

19,153,384

   

$

146,583,573

   

Class C Shares

   

11,259,386

     

13,995,043

     

149,053,785

   

Class R Shares

   

     

     

454,541

   

Class Y Shares

   

24,458,843

     

10,619,556

     

289,795,859

   

Total

 

$

65,968,536

   

$

43,767,983

   

$

585,887,758

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

3,074,010

     

1,781,427

     

15,561,483

   

Class C Shares

   

1,144,619

     

1,301,731

     

15,818,789

   

Class R Shares

   

     

     

48,285

   

Class Y Shares

   

2,486,669

     

987,725

     

30,742,802

   

Total

   

6,705,298

     

4,070,883

     

62,171,359

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

9.84

   

$

10.75

   

$

9.42

   

Class C Shares (a)

 

$

9.84

   

$

10.75

   

$

9.42

   

Class R Shares

   

     

   

$

9.41

   

Class Y Shares

 

$

9.84

   

$

10.75

   

$

9.43

   

Maximum Sales Charge — Class A Shares

   

2.00

%

   

2.00

%

   

2.00

%

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

$

10.04

   

$

10.97

   

$

9.61

   

(a)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


63



Victory Portfolios

  Statement of Assets and Liabilities
December 31, 2019
 
    Victory
Strategic
Income Fund
 

ASSETS:

 

Investments, at value (Cost $51,049,211)

 

$

52,732,606

(a)

 

Cash and cash equivalents

   

322,955

   

Deposits with brokers for futures contracts

   

139,960

   

Deposits with brokers for swap agreements

   

59,198

   

Interest and dividends receivable

   

425,510

   

Receivable for capital shares issued

   

249

   

Variation margin receivable on open futures contracts

   

6,055

   

Variation margin receivable on open swap agreements

   

551

   

Receivable from Adviser

   

24,486

   

Prepaid expenses

   

25,376

   

Total Assets

   

53,736,946

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

2,514,842

   

Distributions

   

54,932

   

Capital shares redeemed

   

55,842

   

Variation margin on open futures contracts

   

18,219

   

Accrued expenses and other payables:

 

Investment advisory fees

   

26,088

   

Administration fees

   

2,455

   

Custodian fees

   

2,060

   

Transfer agent fees

   

3,613

   

Compliance fees

   

33

   

Trustees' fees

   

50

   
12b-1 fees    

8,353

   

Other accrued expenses

   

18,058

   

Total Liabilities

   

2,704,545

   

NET ASSETS:

 

Capital

   

50,344,999

   

Total distributable earnings/(loss)

   

687,402

   

Net Assets

 

$

51,032,401

   

Net Assets

 

Class A Shares

 

$

33,766,765

   

Class C Shares

   

9,126,405

   

Class R Shares

   

2,865,510

   

Class Y Shares

   

5,273,721

   

Total

 

$

51,032,401

   

Shares (unlimited number of shares authorized with a par value of $0.001 per share):

 

Class A Shares

   

3,261,229

   

Class C Shares

   

877,327

   

Class R Shares

   

275,286

   

Class Y Shares

   

512,269

   

Total

   

4,926,111

   

Net asset value, offering (except Class A Shares) and redemption price per share:

 

Class A Shares

 

$

10.35

   

Class C Shares (b)

   

10.40

   

Class R Shares

   

10.41

   

Class Y Shares

   

10.29

   

Maximum Sales Charge — Class A Shares

   

2.00

%

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

$

10.56

   

(a)  Includes $2,429,241 of securities on loan.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


64



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory INCORE
Investment Quality
Bond Fund
  Victory
INCORE
Low Duration
Bond Fund
  Victory
High
Yield Fund
 

Investment Income:

 

Dividends

 

$

   

$

   

$

37,840

   

Interest

   

998,711

     

8,090,948

     

9,411,791

   

Securities lending (net of fees)

   

371

     

1,690

     

68,751

   

Total Income

   

999,082

     

8,092,638

     

9,518,382

   

Expenses:

 

Investment advisory fees

   

164,964

     

1,322,878

     

849,361

   

Administration fees

   

20,178

     

180,036

     

85,984

   

12b-1 fees — Class A Shares

   

58,036

     

188,944

     

74,752

   

12b-1 fees — Class C Shares

   

32,465

     

492,962

     

203,554

   

12b-1 fees — Class R Shares

   

16,431

     

6,670

     

92,334

   

Custodian fees

   

9,319

     

19,131

     

30,215

   

Transfer agent fees

   

4,470

     

47,578

     

5,047

   

Transfer agent fees — Class A Shares

   

39,422

     

75,982

     

23,205

   

Transfer agent fees — Class C Shares

   

3,591

     

47,452

     

5,509

   

Transfer agent fees — Class R Shares

   

6,313

     

2,651

     

4,073

   

Transfer agent fees — Class Y Shares

   

3,814

     

178,540

     

106,416

   

Trustees' fees

   

4,054

     

26,588

     

11,185

   

Compliance fees

   

264

     

2,380

     

1,062

   

Legal and audit fees

   

12,950

     

32,290

     

22,833

   

State registration and filing fees

   

56,382

     

66,609

     

64,813

   

Interest expense on Interfund lending

   

     

24

     

   

Other expenses

   

25,403

     

56,732

     

46,798

   

Total Expenses

   

458,056

     

2,747,447

     

1,627,141

   

Expenses waived/reimbursed by Adviser

   

(127,606

)

   

(251,581

)

   

(181,413

)

 

Net Expenses

   

330,450

     

2,495,866

     

1,445,728

   

Net Investment Income (Loss)

   

668,632

     

5,596,772

     

8,072,654

   
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities
   

792,252

     

616,840

     

928,393

   

Net realized gains (losses) from futures contracts

   

(76,271

)

   

311,974

     

   

Net realized gains (losses) from swap agreements

   

(257,113

)

   

(2,483,152

)

   

   
Net change in unrealized appreciation/depreciation
on investment securities
   

1,015,868

     

4,998,316

     

8,834,338

   
Net change in unrealized appreciation/depreciation
on futures contracts
   

46,258

     

(749,596

)

   

   
Net change in unrealized appreciation/depreciation
on swap agreements
   

183,902

     

1,941,780

     

   

Net realized/unrealized gains (losses) on investments

   

1,704,896

     

4,636,162

     

9,762,731

   

Change in net assets resulting from operations

 

$

2,373,528

   

$

10,232,934

   

$

17,835,385

   

See notes to financial statements.


65



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory
Tax-Exempt
Fund
  Victory
High Income
Municipal Bond
Fund
  Victory
Floating
Rate Fund
 

Investment Income:

 

Interest

 

$

2,601,661

   

$

1,865,349

   

$

41,407,398

   

Total Income

   

2,601,661

     

1,865,349

     

41,407,398

   

Expenses:

 

Investment advisory fees

   

338,877

     

226,231

     

3,909,540

   

Administration fees

   

41,448

     

27,678

     

368,035

   

12b-1 fees — Class A Shares

   

79,357

     

45,026

     

338,902

   

12b-1 fees — Class C Shares

   

146,319

     

161,004

     

1,812,283

   

12b-1 fees — Class R Shares

   

     

     

2,823

   

Custodian fees

   

4,738

     

5,770

     

244,410

   

Transfer agent fees

   

10,558

     

8,575

     

64,342

   

Transfer agent fees — Class A Shares

   

23,234

     

13,885

     

117,701

   

Transfer agent fees — Class C Shares

   

10,987

     

11,234

     

165,675

   

Transfer agent fees — Class R Shares

   

     

     

765

   

Transfer agent fees — Class Y Shares

   

23,709

     

7,103

     

262,895

   

Trustees' fees

   

6,955

     

5,126

     

52,589

   

Compliance fees

   

540

     

363

     

4,848

   

Legal and audit fees

   

13,931

     

12,357

     

90,377

   

State registration and filing fees

   

45,440

     

48,067

     

81,992

   

Interest expense on Interfund lending

   

78

     

11

     

283

   

Other expenses

   

22,364

     

20,147

     

164,702

   

Total Expenses

   

768,535

     

592,577

     

7,682,162

   

Expenses waived/reimbursed by Adviser

   

(132,065

)

   

(132,417

)

   

(841,458

)

 

Net Expenses

   

636,470

     

460,160

     

6,840,704

   

Net Investment Income (Loss)

   

1,965,191

     

1,405,189

     

34,566,694

   
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities
   

930,963

     

(123,953

)

   

(3,969,624

)

 
Net change in unrealized appreciation/depreciation
on investment securities
   

2,797,481

     

2,151,260

     

23,471,885

   

Net realized/unrealized gains (losses) on investments

   

3,728,444

     

2,027,307

     

19,502,261

   

Change in net assets resulting from operations

 

$

5,693,635

   

$

3,432,496

   

$

54,068,955

   

See notes to financial statements.


66



Victory Portfolios

  Statement of Operations
For the Year Ended December 31, 2019
 
    Victory
Strategic
Income Fund
 

Investment Income:

 

Dividends

 

$

74,941

   

Interest

   

1,731,765

   

Securities lending (net of fees)

   

3,976

   

Total Income

   

1,810,682

   

Expenses:

 

Investment advisory fees

   

304,848

   

Administration fees

   

31,046

   

12b-1 fees — Class A Shares

   

83,516

   

12b-1 fees — Class C Shares

   

96,489

   

12b-1 fees — Class R Shares

   

14,073

   

Custodian fees

   

12,959

   

Transfer agent fees

   

4,371

   

Transfer agent fees — Class A Shares

   

8,634

   

Transfer agent fees — Class C Shares

   

5,576

   

Transfer agent fees — Class R Shares

   

543

   

Transfer agent fees — Class Y Shares

   

2,444

   

Trustees' fees

   

5,460

   

Compliance fees

   

404

   

Legal and audit fees

   

15,305

   

State registration and filing fees

   

61,228

   

Other expenses

   

22,711

   

Total Expenses

   

669,607

   

Expenses waived/reimbursed by Adviser

   

(110,089

)

 

Net Expenses

   

559,518

   

Net Investment Income (Loss)

   

1,251,164

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

1,058,577

   

Net realized gains (losses) from futures contracts

   

147,348

   

Net realized gains (losses) from swap agreements

   

(44,859

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

2,233,489

   

Net change in unrealized appreciation/depreciation on futures contracts

   

(264,161

)

 

Net change in unrealized appreciation/depreciation on swap agreements

   

(20,150

)

 

Net realized/unrealized gains (losses) on investments

   

3,110,244

   

Change in net assets resulting from operations

 

$

4,361,408

   

See notes to financial statements.


67



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
INCORE Investment
Quality Bond Fund
  Victory
INCORE Low Duration
Bond Fund
  Victory
High Yield Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

668,632

   

$

845,565

   

$

5,596,772

   

$

6,485,110

   

$

8,072,654

   

$

4,157,311

   
Net realized gains
(losses) from
investments
   

458,868

     

(885,327

)

   

(1,554,338

)

   

(851,374

)

   

928,393

     

762,754

   
Net change in
unrealized
appreciation/
depreciation on
investments
   

1,246,028

     

(528,601

)

   

6,190,500

     

(2,879,432

)

   

8,834,338

     

(5,292,005

)

 
Change in net assets resulting
from operations
   

2,373,528

     

(568,363

)

   

10,232,934

     

2,754,304

     

17,835,385

     

(371,940

)

 

Distributions to Shareholders:

 

Class A Shares

   

(553,387

)

   

(736,699

)

   

(1,562,354

)

   

(2,446,294

)

   

(1,707,779

)

   

(1,373,046

)

 

Class C Shares

   

(48,455

)

   

(80,797

)

   

(645,910

)

   

(961,618

)

   

(1,017,743

)

   

(1,141,547

)

 

Class R Shares

   

(64,516

)

   

(85,278

)

   

(22,128

)

   

(29,001

)

   

(991,828

)

   

(1,084,151

)

 

Class Y Shares

   

(85,405

)

   

(107,033

)

   

(3,852,275

)

   

(4,911,061

)

   

(4,352,666

)

   

(613,768

)

 

From return of capital:

 

Class A Shares

   

     

     

(54,402

)

   

     

     

   

Class C Shares

   

     

     

(22,491

)

   

     

     

   

Class R Shares

   

     

     

(770

)

   

     

     

   

Class Y Shares

   

     

     

(134,138

)

   

     

     

   
Change in net assets resulting
from distributions to
shareholders
   

(751,763

)

   

(1,009,807

)

   

(6,294,468

)

   

(8,347,974

)

   

(8,070,016

)

   

(4,212,512

)

 
Change in net assets resulting
from capital transactions
   

(4,159,816

)

   

(10,074,855

)

   

(77,242,799

)

   

(160,010,798

)

   

88,103,596

     

17,874,778

   

Change in net assets

   

(2,538,051

)

   

(11,653,025

)

   

(73,304,333

)

   

(165,604,468

)

   

97,868,965

     

13,290,326

   

Net Assets:

 

Beginning of period

   

34,140,180

     

45,793,205

     

339,901,017

     

505,505,485

     

81,884,456

     

68,594,130

   

End of period

 

$

31,602,129

   

$

34,140,180

   

$

266,596,684

   

$

339,901,017

   

$

179,753,421

   

$

81,884,456

   

(continues on next page)

See notes to financial statements.


68



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
INCORE Investment
Quality Bond Fund
  Victory
INCORE Low Duration
Bond Fund
  Victory
High Yield Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

2,390,006

   

$

2,431,100

   

$

26,923,927

   

$

30,744,375

   

$

14,316,080

   

$

8,578,195

   

Distributions reinvested

   

541,439

     

708,767

     

1,496,239

     

2,128,032

     

1,089,701

     

837,993

   

Cost of shares redeemed

   

(6,120,937

)

   

(9,305,764

)

   

(63,661,715

)

   

(84,318,228

)

   

(9,825,415

)

   

(6,155,194

)

 

Total Class A Shares

 

$

(3,189,492

)

 

$

(6,165,897

)

 

$

(35,241,549

)

 

$

(51,445,821

)

 

$

5,580,366

   

$

3,260,994

   

Class C Shares

 
Proceeds from shares
issued
 

$

143,899

   

$

115,170

   

$

1,733,369

   

$

5,049,809

   

$

2,217,726

   

$

467,260

   

Distributions reinvested

   

40,736

     

70,118

     

555,049

     

815,577

     

243,448

     

318,084

   

Cost of shares redeemed

   

(1,154,650

)

   

(2,479,459

)

   

(26,142,779

)

   

(25,622,129

)

   

(2,392,678

)

   

(2,448,114

)

 

Total Class C Shares

 

$

(970,015

)

 

$

(2,294,171

)

 

$

(23,854,361

)

 

$

(19,756,743

)

 

$

68,496

   

$

(1,662,770

)

 

Class R Shares

 
Proceeds from shares
issued
 

$

254,810

   

$

381,014

   

$

166,661

   

$

720,436

   

$

201,511

   

$

493,060

   

Distributions reinvested

   

64,470

     

84,899

     

21,886

     

27,842

     

104,219

     

147,473

   

Cost of shares redeemed

   

(310,418

)

   

(1,072,079

)

   

(614,563

)

   

(1,248,707

)

   

(584,834

)

   

(1,182,114

)

 

Total Class R Shares

 

$

8,862

   

$

(606,166

)

 

$

(426,016

)

 

$

(500,429

)

 

$

(279,104

)

 

$

(541,581

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

1,073,428

   

$

669,922

   

$

79,871,959

   

$

89,186,215

   

$

109,042,788

   

$

21,430,313

   

Distributions reinvested

   

83,285

     

102,539

     

3,209,388

     

4,002,004

     

3,905,005

     

485,679

   

Cost of shares redeemed

   

(1,165,884

)

   

(1,781,082

)

   

(100,802,220

)

   

(181,496,024

)

   

(30,213,955

)

   

(5,097,857

)

 

Total Class Y Shares

 

$

(9,171

)

 

$

(1,008,621

)

 

$

(17,720,873

)

 

$

(88,307,805

)

 

$

82,733,838

   

$

16,818,135

   
Change in net assets resulting
from capital transactions
 

$

(4,159,816

)

 

$

(10,074,855

)

 

$

(77,242,799

)

 

$

(160,010,798

)

 

$

88,103,596

   

$

17,874,778

   

(continues on next page)

See notes to financial statements.


69



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
INCORE Investment
Quality Bond Fund
  Victory
INCORE Low Duration
Bond Fund
  Victory
High Yield Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

250,126

     

259,560

     

2,713,126

     

3,106,607

     

2,178,302

     

1,324,722

   

Reinvested

   

56,710

     

76,253

     

150,473

     

214,752

     

165,464

     

129,433

   

Redeemed

   

(642,094

)

   

(1,001,548

)

   

(6,419,997

)

   

(8,500,863

)

   

(1,488,742

)

   

(946,378

)

 

Total Class A Shares

   

(335,258

)

   

(665,735

)

   

(3,556,398

)

   

(5,179,504

)

   

855,024

     

507,777

   

Class C Shares

 

Issued

   

14,963

     

12,218

     

174,135

     

511,435

     

336,209

     

71,687

   

Reinvested

   

4,274

     

7,545

     

55,850

     

82,367

     

36,921

     

48,947

   

Redeemed

   

(121,567

)

   

(266,190

)

   

(2,631,589

)

   

(2,586,154

)

   

(364,090

)

   

(377,563

)

 

Total Class C Shares

   

(102,330

)

   

(246,427

)

   

(2,401,604

)

   

(1,992,352

)

   

9,040

     

(256,929

)

 

Class R Shares

 

Issued

   

26,637

     

40,562

     

16,756

     

72,503

     

30,796

     

75,414

   

Reinvested

   

6,730

     

9,118

     

2,201

     

2,811

     

15,810

     

22,696

   

Redeemed

   

(32,531

)

   

(115,435

)

   

(61,801

)

   

(125,706

)

   

(89,390

)

   

(184,892

)

 

Total Class R Shares

   

836

     

(65,755

)

   

(42,844

)

   

(50,392

)

   

(42,784

)

   

(86,782

)

 

Class Y Shares

 

Issued

   

111,553

     

71,550

     

8,030,344

     

9,003,632

     

16,745,403

     

3,334,887

   

Reinvested

   

8,725

     

11,041

     

322,449

     

403,649

     

594,277

     

75,911

   

Redeemed

   

(122,068

)

   

(190,915

)

   

(10,149,972

)

   

(18,291,525

)

   

(4,607,680

)

   

(795,040

)

 

Total Class Y Shares

   

(1,790

)

   

(108,324

)

   

(1,797,179

)

   

(8,884,244

)

   

12,732,000

     

2,615,758

   

Change in Shares

   

(438,542

)

   

(1,086,241

)

   

(7,798,025

)

   

(16,106,492

)

   

13,553,280

     

2,779,824

   

See notes to financial statements.


70



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
Tax-Exempt Fund
  Victory
High Income
Municipal Bond Fund
  Victory
Floating Rate Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

1,965,191

   

$

2,744,685

   

$

1,405,189

   

$

2,264,029

   

$

34,566,694

   

$

34,678,316

   
Net realized gains
(losses) from
investments
   

930,963

     

441,470

     

(123,953

)

   

825,294

     

(3,969,624

)

   

(2,188,784

)

 
Net change in
unrealized
appreciation/
depreciation on
investments
   

2,797,481

     

(2,948,214

)

   

2,151,260

     

(3,343,476

)

   

23,471,885

     

(29,992,718

)

 
Change in net assets
resulting from operations
   

5,693,635

     

237,941

     

3,432,496

     

(254,153

)

   

54,068,955

     

2,496,814

   

Distributions to Shareholders:

 

Class A Shares

   

(1,464,845

)

   

(1,674,030

)

   

(787,699

)

   

(833,535

)

   

(8,004,025

)

   

(7,767,897

)

 

Class C Shares

   

(531,783

)

   

(927,398

)

   

(562,857

)

   

(737,053

)

   

(9,318,078

)

   

(11,211,612

)

 

Class R Shares

   

     

     

     

     

(30,409

)

   

(34,879

)

 

Class Y Shares

   

(1,054,293

)

   

(1,215,244

)

   

(507,091

)

   

(693,477

)

   

(17,355,800

)

   

(15,978,424

)

 
Change in net assets resulting
from distributions to
shareholders
   

(3,050,921

)

   

(3,816,672

)

   

(1,857,647

)

   

(2,264,065

)

   

(34,708,312

)

   

(34,992,812

)

 
Change in net assets resulting
from capital transactions
   

(4,913,162

)

   

(19,692,166

)

   

(5,254,452

)

   

(27,903,721

)

   

(45,868,103

)

   

(45,765,231

)

 

Change in net assets

   

(2,270,448

)

   

(23,270,897

)

   

(3,679,603

)

   

(30,421,939

)

   

(26,507,460

)

   

(78,261,229

)

 

Net Assets:

 

Beginning of period

   

68,238,984

     

91,509,881

     

47,447,586

     

77,869,525

     

612,395,218

     

690,656,447

   

End of period

 

$

65,968,536

   

$

68,238,984

   

$

43,767,983

   

$

47,447,586

   

$

585,887,758

   

$

612,395,218

   

(continues on next page)

See notes to financial statements.


71



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
Tax-Exempt Fund
  Victory
High Income
Municipal Bond Fund
  Victory
Floating Rate Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

4,695,710

   

$

3,746,017

   

$

4,547,178

   

$

1,462,753

   

$

70,076,253

   

$

45,834,320

   

Distributions reinvested

   

1,392,860

     

1,587,635

     

711,497

     

744,985

     

7,183,990

     

6,719,663

   

Cost of shares redeemed

   

(7,042,732

)

   

(11,426,401

)

   

(3,153,534

)

   

(10,719,172

)

   

(53,129,272

)

   

(75,051,508

)

 

Total Class A Shares

 

$

(954,162

)

 

$

(6,092,749

)

 

$

2,105,141

   

$

(8,511,434

)

 

$

24,130,971

   

$

(22,497,525

)

 

Class C Shares

 
Proceeds from shares
issued
 

$

452,375

   

$

479,938

   

$

641,769

   

$

599,566

   

$

7,693,670

   

$

19,574,341

   

Distributions reinvested

   

442,740

     

767,834

     

493,333

     

647,618

     

7,766,719

     

9,501,754

   

Cost of shares redeemed

   

(8,300,227

)

   

(8,753,995

)

   

(7,042,158

)

   

(6,270,846

)

   

(84,302,278

)

   

(71,921,531

)

 

Total Class C Shares

 

$

(7,405,112

)

 

$

(7,506,223

)

 

$

(5,907,056

)

 

$

(5,023,662

)

 

$

(68,841,889

)

 

$

(42,845,436

)

 

Class R Shares

 
Proceeds from shares
issued
 

$

   

$

   

$

   

$

   

$

111,430

   

$

218,439

   

Distributions reinvested

   

     

     

     

     

22,324

     

25,934

   

Cost of shares redeemed

   

     

     

     

     

(414,932

)

   

(408,718

)

 

Total Class R Shares

 

$

   

$

   

$

   

$

   

$

(281,178

)

 

$

(164,345

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

6,261,814

   

$

4,360,518

   

$

1,046,792

   

$

1,879,873

   

$

127,457,843

   

$

133,354,896

   

Distributions reinvested

   

1,026,770

     

1,153,505

     

489,689

     

657,063

     

14,917,921

     

13,787,041

   

Cost of shares redeemed

   

(3,842,472

)

   

(11,607,217

)

   

(2,989,018

)

   

(16,905,561

)

   

(143,251,771

)

   

(127,399,862

)

 

Total Class Y Shares

 

$

3,446,112

   

$

(6,093,194

)

 

$

(1,452,537

)

 

$

(14,368,625

)

 

$

(876,007

)

 

$

19,742,075

   
Change in net assets resulting
from capital transactions
 

$

(4,913,162

)

 

$

(19,692,166

)

 

$

(5,254,452

)

 

$

(27,903,721

)

 

$

(45,868,103

)

 

$

(45,765,231

)

 

(continues on next page)

See notes to financial statements.


72



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
Tax-Exempt Fund
  Victory
High Income
Municipal Bond Fund
  Victory
Floating Rate Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

478,144

     

392,511

     

425,557

     

138,669

     

7,475,434

     

4,791,356

   

Reinvested

   

141,785

     

165,480

     

66,390

     

70,896

     

767,211

     

705,288

   

Redeemed

   

(713,456

)

   

(1,182,655

)

   

(296,773

)

   

(1,018,059

)

   

(5,679,746

)

   

(7,916,526

)

 

Total Class A Shares

   

(93,527

)

   

(624,664

)

   

195,174

     

(808,494

)

   

2,562,899

     

(2,419,882

)

 

Class C Shares

 

Issued

   

45,850

     

49,729

     

59,871

     

57,162

     

821,505

     

2,060,999

   

Reinvested

   

45,183

     

80,097

     

46,148

     

61,664

     

828,359

     

996,600

   

Redeemed

   

(846,526

)

   

(907,537

)

   

(659,895

)

   

(597,211

)

   

(8,978,146

)

   

(7,539,753

)

 

Total Class C Shares

   

(755,493

)

   

(777,711

)

   

(553,876

)

   

(478,385

)

   

(7,328,282

)

   

(4,482,154

)

 

Class R Shares

 

Issued

   

     

     

     

     

11,901

     

22,917

   

Reinvested

   

     

     

     

     

2,385

     

2,724

   

Redeemed

   

     

     

     

     

(44,380

)

   

(42,619

)

 

Total Class R Shares

   

     

     

     

     

(30,094

)

   

(16,978

)

 

Class Y Shares

 

Issued

   

633,656

     

453,041

     

98,269

     

178,749

     

13,621,991

     

14,061,221

   

Reinvested

   

104,534

     

120,245

     

45,760

     

62,531

     

1,591,749

     

1,447,068

   

Redeemed

   

(392,165

)

   

(1,201,743

)

   

(280,476

)

   

(1,607,188

)

   

(15,289,018

)

   

(13,431,987

)

 

Total Class Y Shares

   

346,025

     

(628,457

)

   

(136,447

)

   

(1,365,908

)

   

(75,278

)

   

2,076,302

   

Change in Shares

   

(502,995

)

   

(2,030,832

)

   

(495,149

)

   

(2,652,787

)

   

(4,870,755

)

   

(4,842,712

)

 

See notes to financial statements.


73



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
Strategic Income Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

1,251,164

   

$

1,727,890

   

Net realized gains (losses) from investments

   

1,161,066

     

(1,587,023

)

 

Net change in unrealized appreciation/depreciation on investments

   

1,949,178

     

(630,096

)

 

Change in net assets resulting from operations

   

4,361,408

     

(489,229

)

 

Distributions to Shareholders:

 

Class A Shares

   

(852,988

)

   

(1,129,828

)

 

Class C Shares

   

(173,876

)

   

(288,258

)

 

Class R Shares

   

(60,881

)

   

(83,778

)

 

Class Y Shares

   

(136,515

)

   

(191,276

)

 

From return of capital:

 

Class A Shares

   

(50,329

)

   

   

Class C Shares

   

(10,259

)

   

   

Class R Shares

   

(3,592

)

   

   

Class Y Shares

   

(8,055

)

   

   

Change in net assets resulting from distributions to shareholders

   

(1,296,495

)

   

(1,693,140

)

 

Change in net assets resulting from capital transactions

   

(1,865,822

)

   

(7,720,233

)

 

Change in net assets

   

1,199,091

     

(9,902,602

)

 

Net Assets:

 

Beginning of period

   

49,833,310

     

59,735,912

   

End of period

 

$

51,032,401

   

$

49,833,310

   

(continues on next page)

See notes to financial statements.


74



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
Strategic Income Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

1,094,391

   

$

675,278

   

Distributions reinvested

   

139,804

     

198,500

   

Cost of shares redeemed

   

(1,529,524

)

   

(2,400,693

)

 

Total Class A Shares

 

$

(295,329

)

 

$

(1,526,915

)

 

Class C Shares

 

Proceeds from shares issued

 

$

332,247

   

$

1,070,368

   

Distributions reinvested

   

137,629

     

226,185

   

Cost of shares redeemed

   

(2,160,161

)

   

(2,276,130

)

 

Total Class C Shares

 

$

(1,690,285

)

 

$

(979,577

)

 

Class R Shares

 

Proceeds from shares issued

 

$

8,929

   

$

9,743

   

Distributions reinvested

   

8,376

     

13,196

   

Cost of shares redeemed

   

(82,802

)

   

(73,239

)

 

Total Class R Shares

 

$

(65,497

)

 

$

(50,300

)

 

Class Y Shares

 

Proceeds from shares issued

 

$

638,486

   

$

412,952

   

Distributions reinvested

   

71,237

     

103,535

   

Cost of shares redeemed

   

(524,434

)

   

(5,679,928

)

 

Total Class Y Shares

 

$

185,289

   

$

(5,163,441

)

 

Change in net assets resulting from capital transactions

 

$

(1,865,822

)

 

$

(7,720,233

)

 

Share Transactions:

 

Class A Shares

 

Issued

   

107,366

     

67,828

   

Reinvested

   

13,743

     

20,169

   

Redeemed

   

(149,880

)

   

(244,021

)

 

Total Class A Shares

   

(28,771

)

   

(156,024

)

 

Class C Shares

 

Issued

   

32,731

     

106,921

   

Reinvested

   

13,502

     

22,876

   

Redeemed

   

(213,151

)

   

(230,950

)

 

Total Class C Shares

   

(166,918

)

   

(101,153

)

 

Class R Shares

 

Issued

   

880

     

982

   

Reinvested

   

820

     

1,334

   

Redeemed

   

(8,345

)

   

(7,448

)

 

Total Class R Shares

   

(6,645

)

   

(5,132

)

 

Class Y Shares

 

Issued

   

62,449

     

42,123

   

Reinvested

   

7,040

     

10,562

   

Redeemed

   

(52,459

)

   

(566,546

)

 

Total Class Y Shares

   

17,030

     

(513,861

)

 

Change in Shares

   

(185,304

)

   

(776,170

)

 

See notes to financial statements.


75



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory INCORE Investment Quality Bond Fund

 

Class A

 

Year Ended 12/31/19

 

$

9.26

     

0.20

     

0.49

     

0.69

     

(0.23

)

   

   

Year Ended 12/31/18

 

$

9.59

     

0.21

     

(0.29

)

   

(0.08

)

   

(0.25

)

   

   

Year Ended 12/31/17

 

$

9.48

     

0.18

     

0.16

     

0.34

     

(0.23

)

   

   

Year Ended 12/31/16

 

$

9.57

     

0.22

     

0.16

     

0.38

     

(0.23

)

   

(0.24

)

 

Year Ended 12/31/15

 

$

10.16

     

0.31

     

(0.38

)

   

(0.07

)

   

(0.30

)

   

(0.22

)

 

Class C

 

Year Ended 12/31/19

 

$

9.25

     

0.12

     

0.49

     

0.61

     

(0.14

)

   

   

Year Ended 12/31/18

 

$

9.58

     

0.13

     

(0.29

)

   

(0.16

)

   

(0.17

)

   

   

Year Ended 12/31/17

 

$

9.47

     

0.10

     

0.16

     

0.26

     

(0.15

)

   

   

Year Ended 12/31/16

 

$

9.56

     

0.14

     

0.16

     

0.30

     

(0.15

)

   

(0.24

)

 

Year Ended 12/31/15

 

$

10.16

     

0.22

     

(0.38

)

   

(0.16

)

   

(0.22

)

   

(0.22

)

 

Class R

 

Year Ended 12/31/19

 

$

9.28

     

0.16

     

0.50

     

0.66

     

(0.19

)

   

   

Year Ended 12/31/18

 

$

9.61

     

0.18

     

(0.30

)

   

(0.12

)

   

(0.21

)

   

   

Year Ended 12/31/17

 

$

9.50

     

0.14

     

0.16

     

0.30

     

(0.19

)

   

   

Year Ended 12/31/16

 

$

9.58

     

0.19

     

0.17

     

0.36

     

(0.20

)

   

(0.24

)

 

Year Ended 12/31/15

 

$

10.18

     

0.27

     

(0.39

)

   

(0.12

)

   

(0.26

)

   

(0.22

)

 

Class Y

 

Year Ended 12/31/19

 

$

9.25

     

0.22

     

0.49

     

0.71

     

(0.25

)

   

   

Year Ended 12/31/18

 

$

9.58

     

0.23

     

(0.29

)

   

(0.06

)

   

(0.27

)

   

   

Year Ended 12/31/17

 

$

9.47

     

0.20

     

0.16

     

0.36

     

(0.25

)

   

   

Year Ended 12/31/16

 

$

9.56

     

0.25

     

0.16

     

0.41

     

(0.26

)

   

(0.24

)

 

Year Ended 12/31/15

 

$

10.17

     

0.32

     

(0.39

)

   

(0.07

)

   

(0.32

)

   

(0.22

)

 

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

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

See notes to financial statements.


76



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory INCORE Investment Quality Bond Fund

 

Class A

 

Year Ended 12/31/19

   

(0.23

)

 

$

9.72

     

7.49

%

   

0.90

%

   

2.13

%

   

1.23

%

 

$

22,004

     

92

%

 

Year Ended 12/31/18

   

(0.25

)

 

$

9.26

     

(0.80

)%

   

0.90

%

   

2.27

%

   

1.13

%

 

$

24,049

     

115

%

 

Year Ended 12/31/17

   

(0.23

)

 

$

9.59

     

3.62

%

   

0.90

%

   

1.86

%

   

1.07

%

 

$

31,306

     

70

%

 

Year Ended 12/31/16

   

(0.47

)

 

$

9.48

     

4.01

%

   

0.90

%

   

2.29

%

   

1.14

%

 

$

40,510

     

148

%

 

Year Ended 12/31/15

   

(0.52

)

 

$

9.57

     

(0.74

)%

   

0.90

%

   

3.06

%

   

1.07

%

 

$

51,747

     

73

%

 

Class C

 

Year Ended 12/31/19

   

(0.14

)

 

$

9.72

     

6.65

%

   

1.77

%

   

1.28

%

   

2.23

%

 

$

2,824

     

92

%

 

Year Ended 12/31/18

   

(0.17

)

 

$

9.25

     

(1.66

)%

   

1.77

%

   

1.42

%

   

2.10

%

 

$

3,634

     

115

%

 

Year Ended 12/31/17

   

(0.15

)

 

$

9.58

     

2.74

%

   

1.77

%

   

0.99

%

   

1.91

%

 

$

6,127

     

70

%

 

Year Ended 12/31/16

   

(0.39

)

 

$

9.47

     

3.11

%

   

1.77

%

   

1.42

%

   

1.92

%

 

$

8,915

     

148

%

 

Year Ended 12/31/15

   

(0.44

)

 

$

9.56

     

(1.70

)%

   

1.77

%

   

2.19

%

   

1.85

%

 

$

10,510

     

73

%

 

Class R

 

Year Ended 12/31/19

   

(0.19

)

 

$

9.75

     

7.14

%

   

1.30

%

   

1.71

%

   

1.83

%

 

$

3,362

     

92

%

 

Year Ended 12/31/18

   

(0.21

)

 

$

9.28

     

(1.20

)%

   

1.30

%

   

1.88

%

   

1.69

%

 

$

3,192

     

115

%

 

Year Ended 12/31/17

   

(0.19

)

 

$

9.61

     

3.16

%

   

1.30

%

   

1.44

%

   

1.65

%

 

$

3,940

     

70

%

 

Year Ended 12/31/16

   

(0.44

)

 

$

9.50

     

3.71

%

   

1.30

%

   

1.90

%

   

1.44

%

 

$

4,477

     

148

%

 

Year Ended 12/31/15

   

(0.48

)

 

$

9.58

     

(1.24

)%

   

1.30

%

   

2.65

%

   

1.45

%

 

$

5,568

     

73

%

 

Class Y

 

Year Ended 12/31/19

   

(0.25

)

 

$

9.71

     

7.76

%

   

0.66

%

   

2.35

%

   

1.24

%

 

$

3,412

     

92

%

 

Year Ended 12/31/18

   

(0.27

)

 

$

9.25

     

(0.56

)%

   

0.66

%

   

2.51

%

   

1.12

%

 

$

3,265

     

115

%

 

Year Ended 12/31/17

   

(0.25

)

 

$

9.58

     

3.87

%

   

0.66

%

   

2.09

%

   

0.98

%

 

$

4,421

     

70

%

 

Year Ended 12/31/16

   

(0.50

)

 

$

9.47

     

4.26

%

   

0.66

%

   

2.53

%

   

0.94

%

 

$

6,133

     

148

%

 

Year Ended 12/31/15

   

(0.54

)

 

$

9.56

     

(0.73

)%

   

0.66

%

   

3.19

%

   

0.86

%

 

$

5,557

     

73

%

 

See notes to financial statements.


77



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory INCORE Low Duration Bond Fund

 

Class A

 

Year Ended 12/31/19

 

$

9.86

     

0.19

     

0.15

     

0.34

     

(0.20

)

   

(0.01

)

   

(0.21

)

 

Year Ended 12/31/18

 

$

9.99

     

0.16

     

(0.08

)

   

0.08

     

(0.21

)

   

     

(0.21

)

 

Year Ended 12/31/17

 

$

10.03

     

0.12

     

0.02

     

0.14

     

(0.18

)

   

     

(0.18

)

 

Year Ended 12/31/16

 

$

9.95

     

0.12

     

0.06

     

0.18

     

(0.10

)

   

     

(0.10

)

 

Year Ended 12/31/15

 

$

10.03

     

0.14

     

(0.09

)

   

0.05

     

(0.13

)

   

     

(0.13

)

 

Class C

 

Year Ended 12/31/19

 

$

9.85

     

0.12

     

0.16

     

0.28

     

(0.14

)

   

(c)

   

(0.14

)

 

Year Ended 12/31/18

 

$

9.99

     

0.09

     

(0.09

)

   

(c)

   

(0.14

)

   

     

(0.14

)

 

Year Ended 12/31/17

 

$

10.02

     

0.04

     

0.03

     

0.07

     

(0.10

)

   

     

(0.10

)

 

Year Ended 12/31/16

 

$

9.95

     

0.04

     

0.05

     

0.09

     

(0.02

)

   

     

(0.02

)

 

Year Ended 12/31/15

 

$

10.03

     

0.06

     

(0.08

)

   

(0.02

)

   

(0.06

)

   

     

(0.06

)

 

Class R

 

Year Ended 12/31/19

 

$

9.86

     

0.15

     

0.15

     

0.30

     

(0.16

)

   

(0.01

)

   

(0.17

)

 

Year Ended 12/31/18

 

$

9.99

     

0.12

     

(0.08

)

   

0.04

     

(0.17

)

   

     

(0.17

)

 

Year Ended 12/31/17

 

$

10.02

     

0.08

     

0.03

     

0.11

     

(0.14

)

   

     

(0.14

)

 

Year Ended 12/31/16

 

$

9.95

     

0.08

     

0.05

     

0.13

     

(0.06

)

   

     

(0.06

)

 

Year Ended 12/31/15

 

$

10.03

     

0.10

     

(0.09

)

   

0.01

     

(0.09

)

   

     

(0.09

)

 

Class Y

 

Year Ended 12/31/19

 

$

9.86

     

0.21

     

0.16

     

0.37

     

(0.23

)

   

(0.01

)

   

(0.24

)

 

Year Ended 12/31/18

 

$

10.00

     

0.19

     

(0.10

)

   

0.09

     

(0.23

)

   

     

(0.23

)

 

Year Ended 12/31/17

 

$

10.03

     

0.15

     

0.02

     

0.17

     

(0.20

)

   

     

(0.20

)

 

Year Ended 12/31/16

 

$

9.95

     

0.14

     

0.06

     

0.20

     

(0.12

)

   

     

(0.12

)

 

Year Ended 12/31/15

 

$

10.03

     

0.16

     

(0.08

)

   

0.08

     

(0.16

)

   

     

(0.16

)

 

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

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

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

(d)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.


78



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory INCORE Low Duration Bond Fund

 

Class A

 

Year Ended 12/31/19

   

   

$

9.99

     

3.51

%

   

0.85

%

   

1.93

%

   

0.95

%

 

$

61,972

     

50

%

 

Year Ended 12/31/18

   

   

$

9.86

     

0.73

%

   

0.85

%

   

1.66

%

   

0.90

%

 

$

96,210

     

45

%

 

Year Ended 12/31/17

   

   

$

9.99

     

1.47

%

   

0.85

%

   

1.21

%

   

0.90

%

 

$

149,287

     

62

%

 

Year Ended 12/31/16

   

(c)

 

$

10.03

     

1.80

%(d)

   

0.85

%

   

1.21

%

   

0.89

%

 

$

214,825

     

49

%

 

Year Ended 12/31/15

   

   

$

9.95

     

0.52

%

   

0.84

%

   

1.38

%

   

0.85

%

 

$

314,347

     

36

%

 

Class C

 

Year Ended 12/31/19

   

   

$

9.99

     

2.81

%

   

1.62

%

   

1.17

%

   

1.70

%

 

$

38,969

     

50

%

 

Year Ended 12/31/18

   

   

$

9.85

     

(0.04

)%

   

1.62

%

   

0.88

%

   

1.68

%

 

$

62,103

     

45

%

 

Year Ended 12/31/17

   

   

$

9.99

     

0.70

%

   

1.62

%

   

0.44

%

   

1.65

%

 

$

82,847

     

62

%

 

Year Ended 12/31/16

   

(c)

 

$

10.02

     

0.94

%(d)

   

1.62

%

   

0.44

%

   

1.65

%

 

$

117,544

     

49

%

 

Year Ended 12/31/15

   

   

$

9.95

     

(0.20

)%

   

1.61

%

   

0.62

%

   

1.62

%

 

$

154,056

     

36

%

 

Class R

 

Year Ended 12/31/19

   

   

$

9.99

     

3.17

%

   

1.27

%

   

1.50

%

   

2.13

%

 

$

1,147

     

50

%

 

Year Ended 12/31/18

   

   

$

9.86

     

0.31

%

   

1.27

%

   

1.20

%

   

1.87

%

 

$

1,554

     

45

%

 

Year Ended 12/31/17

   

   

$

9.99

     

1.05

%

   

1.27

%

   

0.79

%

   

1.68

%

 

$

2,078

     

62

%

 

Year Ended 12/31/16

   

(c)

 

$

10.02

     

1.33

%(d)

   

1.23

%

   

0.83

%

   

1.25

%

 

$

2,583

     

49

%

 

Year Ended 12/31/15

   

   

$

9.95

     

0.12

%

   

1.26

%

   

0.96

%

   

1.27

%

 

$

3,925

     

36

%

 

Class Y

 

Year Ended 12/31/19

   

   

$

9.99

     

3.76

%

   

0.62

%

   

2.12

%

   

0.69

%

 

$

164,509

     

50

%

 

Year Ended 12/31/18

   

   

$

9.86

     

0.96

%

   

0.62

%

   

1.87

%

   

0.68

%

 

$

180,034

     

45

%

 

Year Ended 12/31/17

   

   

$

10.00

     

1.71

%

   

0.62

%

   

1.44

%

   

0.65

%

 

$

271,294

     

62

%

 

Year Ended 12/31/16

   

(c)

 

$

10.03

     

2.04

%(d)

   

0.60

%

   

1.42

%

   

0.63

%

 

$

334,841

     

49

%

 

Year Ended 12/31/15

   

   

$

9.95

     

0.74

%

   

0.61

%

   

1.60

%

   

0.62

%

 

$

367,112

     

36

%

 

See notes to financial statements.


79



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory High Yield Fund

 

Class A

 

Year Ended 12/31/19

 

$

6.20

     

0.37

     

0.54

     

0.91

     

(0.38

)

   

(0.38

)

 

Year Ended 12/31/18

 

$

6.57

     

0.39

     

(0.37

)

   

0.02

     

(0.39

)

   

(0.39

)

 

Year Ended 12/31/17

 

$

6.34

     

0.39

     

0.22

     

0.61

     

(0.38

)

   

(0.38

)

 

Year Ended 12/31/16

 

$

5.85

     

0.38

     

0.49

     

0.87

     

(0.38

)

   

(0.38

)

 

Year Ended 12/31/15

 

$

6.52

     

0.40

     

(0.67

)

   

(0.27

)

   

(0.40

)

   

(0.40

)

 

Class C

 

Year Ended 12/31/19

 

$

6.21

     

0.33

     

0.54

     

0.87

     

(0.33

)

   

(0.33

)

 

Year Ended 12/31/18

 

$

6.58

     

0.34

     

(0.36

)

   

(0.02

)

   

(0.35

)

   

(0.35

)

 

Year Ended 12/31/17

 

$

6.35

     

0.34

     

0.23

     

0.57

     

(0.34

)

   

(0.34

)

 

Year Ended 12/31/16

 

$

5.86

     

0.34

     

0.49

     

0.83

     

(0.34

)

   

(0.34

)

 

Year Ended 12/31/15

 

$

6.53

     

0.35

     

(0.67

)

   

(0.32

)

   

(0.35

)

   

(0.35

)

 

Class R

 

Year Ended 12/31/19

 

$

6.22

     

0.35

     

0.53

     

0.88

     

(0.35

)

   

(0.35

)

 

Year Ended 12/31/18

 

$

6.59

     

0.37

     

(0.37

)

   

(c)

   

(0.37

)

   

(0.37

)

 

Year Ended 12/31/17

 

$

6.35

     

0.37

     

0.23

     

0.60

     

(0.36

)

   

(0.36

)

 

Year Ended 12/31/16

 

$

5.87

     

0.36

     

0.48

     

0.84

     

(0.36

)

   

(0.36

)

 

Year Ended 12/31/15

 

$

6.54

     

0.37

     

(0.66

)

   

(0.29

)

   

(0.38

)

   

(0.38

)

 

Class Y

 

Year Ended 12/31/19

 

$

6.17

     

0.39

     

0.53

     

0.92

     

(0.39

)

   

(0.39

)

 

Year Ended 12/31/18

 

$

6.54

     

0.41

     

(0.37

)

   

0.04

     

(0.41

)

   

(0.41

)

 

Year Ended 12/31/17

 

$

6.31

     

0.40

     

0.23

     

0.63

     

(0.40

)

   

(0.40

)

 

Year Ended 12/31/16

 

$

5.82

     

0.39

     

0.49

     

0.88

     

(0.39

)

   

(0.39

)

 

Year Ended 12/31/15

 

$

6.49

     

0.41

     

(0.67

)

   

(0.26

)

   

(0.41

)

   

(0.41

)

 

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

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

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

See notes to financial statements.


80



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value, End
of Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory High Yield Fund

 

Class A

 

Year Ended 12/31/19

 

$

6.73

     

14.90

%

   

1.00

%

   

5.70

%

   

1.12

%

 

$

31,602

     

87

%

 

Year Ended 12/31/18

 

$

6.20

     

0.28

%

   

1.00

%

   

6.01

%

   

1.12

%

 

$

23,797

     

87

%

 

Year Ended 12/31/17

 

$

6.57

     

9.93

%

   

1.00

%

   

5.99

%

   

1.13

%

 

$

21,882

     

174

%

 

Year Ended 12/31/16

 

$

6.34

     

15.40

%

   

1.00

%

   

6.32

%

   

1.18

%

 

$

25,530

     

165

%

 

Year Ended 12/31/15

 

$

5.85

     

(4.51

)%

   

1.00

%

   

6.16

%

   

1.16

%

 

$

26,608

     

151

%

 

Class C

 

Year Ended 12/31/19

 

$

6.75

     

14.24

%

   

1.70

%

   

5.00

%

   

1.82

%

 

$

21,163

     

87

%

 

Year Ended 12/31/18

 

$

6.21

     

(0.43

)%

   

1.70

%

   

5.29

%

   

1.84

%

 

$

19,432

     

87

%

 

Year Ended 12/31/17

 

$

6.58

     

9.19

%

   

1.70

%

   

5.27

%

   

1.84

%

 

$

22,283

     

174

%

 

Year Ended 12/31/16

 

$

6.35

     

14.58

%

   

1.70

%

   

5.61

%

   

1.91

%

 

$

22,498

     

165

%

 

Year Ended 12/31/15

 

$

5.86

     

(5.16

)%

   

1.70

%

   

5.47

%

   

1.90

%

 

$

22,138

     

151

%

 

Class R

 

Year Ended 12/31/19

 

$

6.75

     

14.48

%

   

1.33

%

   

5.37

%

   

1.33

%

 

$

18,818

     

87

%

 

Year Ended 12/31/18

 

$

6.22

     

(0.07

)%

   

1.35

%

   

5.64

%

   

1.35

%

 

$

17,595

     

87

%

 

Year Ended 12/31/17

 

$

6.59

     

9.64

%

   

1.35

%

   

5.61

%

   

1.36

%

 

$

19,217

     

174

%

 

Year Ended 12/31/16

 

$

6.35

     

14.78

%

   

1.35

%

   

5.96

%

   

1.45

%

 

$

18,742

     

165

%

 

Year Ended 12/31/15

 

$

5.87

     

(4.82

)%

   

1.35

%

   

5.82

%

   

1.51

%

 

$

18,042

     

151

%

 

Class Y

 

Year Ended 12/31/19

 

$

6.70

     

15.25

%

   

0.76

%

   

5.96

%

   

0.92

%

 

$

108,171

     

87

%

 

Year Ended 12/31/18

 

$

6.17

     

0.52

%

   

0.76

%

   

6.32

%

   

0.97

%

 

$

21,060

     

87

%

 

Year Ended 12/31/17

 

$

6.54

     

10.24

%

   

0.76

%

   

6.27

%

   

1.04

%

 

$

5,213

     

174

%

 

Year Ended 12/31/16

 

$

6.31

     

15.72

%

   

0.76

%

   

6.54

%

   

1.00

%

 

$

6,938

     

165

%

 

Year Ended 12/31/15

 

$

5.82

     

(4.34

)%

   

0.76

%

   

6.36

%

   

0.95

%

 

$

6,047

     

151

%

 

See notes to financial statements.


81



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory Tax-Exempt Fund

 

Class A

 

Year Ended 12/31/19

 

$

9.47

     

0.30

     

0.53

     

0.83

     

(0.34

)

   

(0.12

)

 

Year Ended 12/31/18

 

$

9.91

     

0.36

     

(0.30

)

   

0.06

     

(0.36

)

   

(0.14

)

 

Year Ended 12/31/17

 

$

9.65

     

0.36

     

0.39

     

0.75

     

(0.37

)

   

(0.12

)

 

Year Ended 12/31/16

 

$

10.53

     

0.35

     

(0.49

)

   

(0.14

)

   

(0.35

)

   

(0.39

)

 

Year Ended 12/31/15

 

$

10.83

     

0.35

     

(0.05

)

   

0.30

     

(0.35

)

   

(0.25

)

 

Class C

 

Year Ended 12/31/19

 

$

9.47

     

0.23

     

0.52

     

0.75

     

(0.26

)

   

(0.12

)

 

Year Ended 12/31/18

 

$

9.90

     

0.28

     

(0.29

)

   

(0.01

)

   

(0.28

)

   

(0.14

)

 

Year Ended 12/31/17

 

$

9.65

     

0.29

     

0.37

     

0.66

     

(0.29

)

   

(0.12

)

 

Year Ended 12/31/16

 

$

10.53

     

0.26

     

(0.48

)

   

(0.22

)

   

(0.27

)

   

(0.39

)

 

Year Ended 12/31/15

 

$

10.82

     

0.26

     

(0.04

)

   

0.22

     

(0.26

)

   

(0.25

)

 

Class Y

 

Year Ended 12/31/19

 

$

9.46

     

0.30

     

0.55

     

0.85

     

(0.35

)

   

(0.12

)

 

Year Ended 12/31/18

 

$

9.90

     

0.37

     

(0.30

)

   

0.07

     

(0.37

)

   

(0.14

)

 

Year Ended 12/31/17

 

$

9.65

     

0.37

     

0.38

     

0.75

     

(0.38

)

   

(0.12

)

 

Year Ended 12/31/16

 

$

10.52

     

0.36

     

(0.48

)

   

(0.12

)

   

(0.36

)

   

(0.39

)

 

Year Ended 12/31/15

 

$

10.82

     

0.36

     

(0.05

)

   

0.31

     

(0.36

)

   

(0.25

)

 

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

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

See notes to financial statements.


82



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
 
Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory Tax-Exempt Fund

 

Class A

 

Year Ended 12/31/19

   

(0.46

)

 

$

9.84

     

8.82

%

   

0.80

%

   

3.04

%

   

1.02

%

 

$

30,251

     

64

%

 

Year Ended 12/31/18

   

(0.50

)

 

$

9.47

     

0.69

%

   

0.80

%

   

3.68

%

   

0.97

%

 

$

29,993

     

42

%

 

Year Ended 12/31/17

   

(0.49

)

 

$

9.91

     

7.89

%

   

0.80

%

   

3.70

%

   

0.96

%

 

$

37,570

     

84

%

 

Year Ended 12/31/16

   

(0.74

)

 

$

9.65

     

(1.40

)%

   

0.80

%

   

3.30

%

   

0.95

%

 

$

54,658

     

39

%

 

Year Ended 12/31/15

   

(0.60

)

 

$

10.53

     

2.76

%

   

0.80

%

   

3.22

%

   

0.93

%

 

$

90,301

     

39

%

 

Class C

 

Year Ended 12/31/19

   

(0.38

)

 

$

9.84

     

7.97

%

   

1.60

%

   

2.34

%

   

1.82

%

 

$

11,259

     

64

%

 

Year Ended 12/31/18

   

(0.42

)

 

$

9.47

     

(0.01

)%

   

1.60

%

   

2.88

%

   

1.78

%

 

$

17,986

     

42

%

 

Year Ended 12/31/17

   

(0.41

)

 

$

9.90

     

6.92

%

   

1.60

%

   

2.89

%

   

1.74

%

 

$

26,520

     

84

%

 

Year Ended 12/31/16

   

(0.66

)

 

$

9.65

     

(2.19

)%

   

1.60

%

   

2.51

%

   

1.71

%

 

$

33,369

     

39

%

 

Year Ended 12/31/15

   

(0.51

)

 

$

10.53

     

2.04

%

   

1.60

%

   

2.43

%

   

1.70

%

 

$

43,404

     

39

%

 

Class Y

 

Year Ended 12/31/19

   

(0.47

)

 

$

9.84

     

9.06

%

   

0.69

%

   

3.07

%

   

0.83

%

 

$

24,459

     

64

%

 

Year Ended 12/31/18

   

(0.51

)

 

$

9.46

     

0.80

%

   

0.69

%

   

3.79

%

   

0.77

%

 

$

20,260

     

42

%

 

Year Ended 12/31/17

   

(0.50

)

 

$

9.90

     

7.90

%

   

0.69

%

   

3.80

%

   

0.73

%

 

$

27,420

     

84

%

 

Year Ended 12/31/16

   

(0.75

)

 

$

9.65

     

(1.20

)%

   

0.69

%

   

3.41

%

   

0.71

%

 

$

31,762

     

39

%

 

Year Ended 12/31/15

   

(0.61

)

 

$

10.52

     

2.87

%

   

0.69

%

   

3.33

%

   

0.71

%

 

$

52,012

     

39

%

 

See notes to financial statements.


83



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory High Income Municipal Bond Fund

 

Class A

 

Year Ended 12/31/19

 

$

10.39

     

0.35

     

0.47

     

0.82

     

(0.40

)

   

(0.06

)

 

Year Ended 12/31/18

 

$

10.79

     

0.43

     

(0.40

)

   

0.03

     

(0.43

)

   

   

Year Ended 12/31/17

 

$

10.35

     

0.46

     

0.44

     

0.90

     

(0.46

)

   

   

Year Ended 12/31/16

 

$

10.89

     

0.44

     

(0.54

)

   

(0.10

)

   

(0.44

)

   

   

Year Ended 12/31/15

 

$

10.84

     

0.43

     

0.05

     

0.48

     

(0.43

)

   

   

Class C

 

Year Ended 12/31/19

 

$

10.39

     

0.28

     

0.46

     

0.74

     

(0.32

)

   

(0.06

)

 

Year Ended 12/31/18

 

$

10.79

     

0.35

     

(0.40

)

   

(0.05

)

   

(0.35

)

   

   

Year Ended 12/31/17

 

$

10.35

     

0.38

     

0.44

     

0.82

     

(0.38

)

   

   

Year Ended 12/31/16

 

$

10.89

     

0.36

     

(0.54

)

   

(0.18

)

   

(0.36

)

   

   

Year Ended 12/31/15

 

$

10.84

     

0.35

     

0.05

     

0.40

     

(0.35

)

   

   

Class Y

 

Year Ended 12/31/19

 

$

10.39

     

0.38

     

0.47

     

0.85

     

(0.43

)

   

(0.06

)

 

Year Ended 12/31/18

 

$

10.79

     

0.46

     

(0.40

)

   

0.06

     

(0.46

)

   

   

Year Ended 12/31/17

 

$

10.35

     

0.48

     

0.44

     

0.92

     

(0.48

)

   

   

Year Ended 12/31/16

 

$

10.89

     

0.47

     

(0.54

)

   

(0.07

)

   

(0.47

)

   

   

Year Ended 12/31/15

 

$

10.84

     

0.45

     

0.05

     

0.50

     

(0.45

)

   

   

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

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

See notes to financial statements.


84



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory High Income Municipal Bond Fund

 

Class A

 

Year Ended 12/31/19

   

(0.46

)

 

$

10.75

     

8.04

%

   

0.80

%

   

3.27

%

   

1.09

%

 

$

19,153

     

49

%

 

Year Ended 12/31/18

   

(0.43

)

 

$

10.39

     

0.34

%

   

0.80

%

   

4.13

%

   

1.02

%

 

$

16,483

     

48

%

 

Year Ended 12/31/17

   

(0.46

)

 

$

10.79

     

8.85

%

   

0.80

%

   

4.31

%

   

0.96

%

 

$

25,831

     

66

%

 

Year Ended 12/31/16

   

(0.44

)

 

$

10.35

     

(1.04

)%

   

0.80

%

   

4.02

%

   

0.96

%

 

$

32,943

     

49

%

 

Year Ended 12/31/15

   

(0.43

)

 

$

10.89

     

4.51

%

   

0.80

%

   

3.96

%

   

0.95

%

 

$

48,485

     

53

%

 

Class C

 

Year Ended 12/31/19

   

(0.38

)

 

$

10.75

     

7.22

%

   

1.57

%

   

2.61

%

   

1.85

%

 

$

13,995

     

49

%

 

Year Ended 12/31/18

   

(0.35

)

 

$

10.39

     

(0.43

)%

   

1.57

%

   

3.35

%

   

1.78

%

 

$

19,282

     

48

%

 

Year Ended 12/31/17

   

(0.38

)

 

$

10.79

     

8.01

%

   

1.57

%

   

3.54

%

   

1.73

%

 

$

25,175

     

66

%

 

Year Ended 12/31/16

   

(0.36

)

 

$

10.35

     

(1.79

)%

   

1.57

%

   

3.26

%

   

1.73

%

 

$

29,563

     

49

%

 

Year Ended 12/31/15

   

(0.35

)

 

$

10.89

     

3.71

%

   

1.57

%

   

3.19

%

   

1.73

%

 

$

36,190

     

53

%

 

Class Y

 

Year Ended 12/31/19

   

(0.49

)

 

$

10.75

     

8.29

%

   

0.57

%

   

3.56

%

   

0.88

%

 

$

10,620

     

49

%

 

Year Ended 12/31/18

   

(0.46

)

 

$

10.39

     

0.57

%

   

0.57

%

   

4.36

%

   

0.78

%

 

$

11,683

     

48

%

 

Year Ended 12/31/17

   

(0.48

)

 

$

10.79

     

9.10

%

   

0.57

%

   

4.55

%

   

0.73

%

 

$

26,864

     

66

%

 

Year Ended 12/31/16

   

(0.47

)

 

$

10.35

     

(0.81

)%

   

0.57

%

   

4.26

%

   

0.72

%

 

$

36,603

     

49

%

 

Year Ended 12/31/15

   

(0.45

)

 

$

10.89

     

4.75

%

   

0.57

%

   

4.18

%

   

0.73

%

 

$

43,024

     

53

%

 

See notes to financial statements.


85



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory Floating Rate Fund

 

Class A

 

Year Ended 12/31/19

 

$

9.13

     

0.55

     

0.29

     

0.84

     

(0.55

)

   

(0.55

)

 

Year Ended 12/31/18

 

$

9.60

     

0.52

     

(0.47

)

   

0.05

     

(0.52

)

   

(0.52

)

 

Year Ended 12/31/17

 

$

9.71

     

0.46

     

(0.10

)

   

0.36

     

(0.47

)

   

(0.47

)

 

Year Ended 12/31/16

 

$

9.08

     

0.46

     

0.63

     

1.09

     

(0.46

)

   

(0.46

)

 

Year Ended 12/31/15

 

$

9.82

     

0.46

     

(0.74

)

   

(0.28

)

   

(0.46

)

   

(0.46

)

 

Class C

 

Year Ended 12/31/19

 

$

9.14

     

0.48

     

0.28

     

0.76

     

(0.48

)

   

(0.48

)

 

Year Ended 12/31/18

 

$

9.61

     

0.44

     

(0.47

)

   

(0.03

)

   

(0.44

)

   

(0.44

)

 

Year Ended 12/31/17

 

$

9.72

     

0.38

     

(0.10

)

   

0.28

     

(0.39

)

   

(0.39

)

 

Year Ended 12/31/16

 

$

9.08

     

0.39

     

0.64

     

1.03

     

(0.39

)

   

(0.39

)

 

Year Ended 12/31/15

 

$

9.83

     

0.38

     

(0.75

)

   

(0.37

)

   

(0.38

)

   

(0.38

)

 

Class R

 

Year Ended 12/31/19

 

$

9.13

     

0.50

     

0.28

     

0.78

     

(0.50

)

   

(0.50

)

 

Year Ended 12/31/18

 

$

9.60

     

0.46

     

(0.46

)

   

(c)

   

(0.47

)

   

(0.47

)

 

Year Ended 12/31/17

 

$

9.72

     

0.41

     

(0.12

)

   

0.29

     

(0.41

)

   

(0.41

)

 

Year Ended 12/31/16

 

$

9.08

     

0.42

     

0.63

     

1.05

     

(0.41

)

   

(0.41

)

 

Year Ended 12/31/15

 

$

9.83

     

0.41

     

(0.75

)

   

(0.34

)

   

(0.41

)

   

(0.41

)

 

Class Y

 

Year Ended 12/31/19

 

$

9.14

     

0.57

     

0.29

     

0.86

     

(0.57

)

   

(0.57

)

 

Year Ended 12/31/18

 

$

9.61

     

0.54

     

(0.47

)

   

0.07

     

(0.54

)

   

(0.54

)

 

Year Ended 12/31/17

 

$

9.72

     

0.48

     

(0.10

)

   

0.38

     

(0.49

)

   

(0.49

)

 

Year Ended 12/31/16

 

$

9.08

     

0.49

     

0.63

     

1.12

     

(0.48

)

   

(0.48

)

 

Year Ended 12/31/15

 

$

9.83

     

0.48

     

(0.75

)

   

(0.27

)

   

(0.48

)

   

(0.48

)

 

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

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

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

See notes to financial statements.


86



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value, End
of Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory Floating Rate Fund

 

Class A

 

Year Ended 12/31/19

 

$

9.42

     

9.43

%

   

1.00

%

   

5.89

%

   

1.17

%

 

$

146,584

     

35

%

 

Year Ended 12/31/18

 

$

9.13

     

0.43

%

   

1.00

%

   

5.41

%

   

1.14

%

 

$

118,672

     

48

%

 

Year Ended 12/31/17

 

$

9.60

     

3.76

%

   

1.00

%

   

4.76

%

   

1.10

%

 

$

148,060

     

57

%

 

Year Ended 12/31/16

 

$

9.71

     

12.35

%

   

1.00

%

   

4.95

%

   

1.11

%

 

$

221,022

     

56

%

 

Year Ended 12/31/15

 

$

9.08

     

(3.03

)%

   

1.00

%

   

4.71

%

   

1.06

%

 

$

227,240

     

29

%

 

Class C

 

Year Ended 12/31/19

 

$

9.42

     

8.49

%

   

1.80

%

   

5.08

%

   

1.92

%

 

$

149,054

     

35

%

 

Year Ended 12/31/18

 

$

9.14

     

(0.38

)%

   

1.80

%

   

4.60

%

   

1.90

%

 

$

211,462

     

48

%

 

Year Ended 12/31/17

 

$

9.61

     

2.93

%

   

1.80

%

   

3.97

%

   

1.87

%

 

$

265,486

     

57

%

 

Year Ended 12/31/16

 

$

9.72

     

11.57

%

   

1.80

%

   

4.18

%

   

1.89

%

 

$

341,169

     

56

%

 

Year Ended 12/31/15

 

$

9.08

     

(3.91

)%

   

1.80

%

   

3.92

%

   

1.85

%

 

$

399,361

     

29

%

 

Class R

 

Year Ended 12/31/19

 

$

9.41

     

8.75

%

   

1.56

%

   

5.34

%

   

3.73

%

 

$

455

     

35

%

 

Year Ended 12/31/18

 

$

9.13

     

(0.13

)%

   

1.56

%

   

4.84

%

   

2.99

%

 

$

716

     

48

%

 

Year Ended 12/31/17

 

$

9.60

     

3.07

%

   

1.56

%

   

4.20

%

   

2.26

%

 

$

916

     

57

%

 

Year Ended 12/31/16

 

$

9.72

     

11.88

%

   

1.53

%

   

4.48

%

   

1.53

%

 

$

1,319

     

56

%

 

Year Ended 12/31/15

 

$

9.08

     

(3.62

)%

   

1.52

%

   

4.22

%

   

1.52

%

 

$

1,920

     

29

%

 

Class Y

 

Year Ended 12/31/19

 

$

9.43

     

9.65

%

   

0.78

%

   

6.10

%

   

0.92

%

 

$

289,796

     

35

%

 

Year Ended 12/31/18

 

$

9.14

     

0.64

%

   

0.78

%

   

5.64

%

   

0.89

%

 

$

281,545

     

48

%

 

Year Ended 12/31/17

 

$

9.61

     

3.98

%

   

0.78

%

   

4.99

%

   

0.88

%

 

$

276,195

     

57

%

 

Year Ended 12/31/16

 

$

9.72

     

12.71

%

   

0.78

%

   

5.21

%

   

0.88

%

 

$

370,035

     

56

%

 

Year Ended 12/31/15

 

$

9.08

     

(2.91

)%

   

0.78

%

   

4.91

%

   

0.84

%

 

$

471,827

     

29

%

 

See notes to financial statements.


87



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory Strategic Income Fund

 

Class A

 
Year Ended
12/31/19
 

$

9.74

     

0.27

     

0.61

     

0.88

     

(0.25

)

   

     

(0.02

)

 
Year Ended
12/31/18
 

$

10.14

     

0.34

     

(0.41

)

   

(0.07

)

   

(0.33

)

   

     

   
Year Ended
12/31/17
 

$

9.99

     

0.33

     

0.17

     

0.50

     

(0.35

)

   

     

   
Year Ended
12/31/16
 

$

9.68

     

0.23

     

0.36

     

0.59

     

(0.27

)

   

     

(0.01

)

 
Year Ended
12/31/15
 

$

10.10

     

0.31

     

(0.40

)

   

(0.09

)

   

(0.32

)

   

(0.01

)

   

   

Class C

 
Year Ended
12/31/19
 

$

9.79

     

0.19

     

0.61

     

0.80

     

(0.18

)

   

     

(0.01

)

 
Year Ended
12/31/18
 

$

10.19

     

0.26

     

(0.41

)

   

(0.15

)

   

(0.25

)

   

     

   
Year Ended
12/31/17
 

$

10.04

     

0.25

     

0.17

     

0.42

     

(0.27

)

   

     

   
Year Ended
12/31/16
 

$

9.72

     

0.15

     

0.38

     

0.53

     

(0.20

)

   

     

(0.01

)

 
Year Ended
12/31/15
 

$

10.15

     

0.23

     

(0.40

)

   

(0.17

)

   

(0.25

)

   

(0.01

)

   

   

Class R

 
Year Ended
12/31/19
 

$

9.79

     

0.23

     

0.62

     

0.85

     

(0.22

)

   

     

(0.01

)

 
Year Ended
12/31/18
 

$

10.20

     

0.30

     

(0.42

)

   

(0.12

)

   

(0.29

)

   

     

   
Year Ended
12/31/17
 

$

10.04

     

0.29

     

0.18

     

0.47

     

(0.31

)

   

     

   
Year Ended
12/31/16
 

$

9.73

     

0.19

     

0.37

     

0.56

     

(0.24

)

   

     

(0.01

)

 
Year Ended
12/31/15
 

$

10.16

     

0.27

     

(0.40

)

   

(0.13

)

   

(0.29

)

   

(0.01

)

   

   

Class Y

 
Year Ended
12/31/19
 

$

9.69

     

0.29

     

0.61

     

0.90

     

(0.28

)

   

     

(0.02

)

 
Year Ended
12/31/18
 

$

10.09

     

0.36

     

(0.41

)

   

(0.05

)

   

(0.35

)

   

     

   
Year Ended
12/31/17
 

$

9.94

     

0.35

     

0.18

     

0.53

     

(0.38

)

   

     

   
Year Ended
12/31/16
 

$

9.63

     

0.25

     

0.36

     

0.61

     

(0.29

)

   

     

(0.01

)

 
Year Ended
12/31/15
 

$

10.05

     

0.32

     

(0.39

)

   

(0.07

)

   

(0.34

)

   

(0.01

)

   

   

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

See notes to financial statements.


88



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory Strategic Income Fund

 

Class A

 
Year Ended
12/31/19
   

(0.27

)

 

$

10.35

     

9.17

%

   

0.95

%

   

2.61

%

   

1.11

%

 

$

33,767

     

106

%

 
Year Ended
12/31/18
   

(0.33

)

 

$

9.74

     

(0.66

)%

   

0.95

%

   

3.46

%

   

1.09

%

 

$

32,053

     

115

%

 
Year Ended
12/31/17
   

(0.35

)

 

$

10.14

     

5.12

%

   

0.95

%

   

3.24

%

   

1.07

%

 

$

34,957

     

138

%

 
Year Ended
12/31/16
   

(0.28

)

 

$

9.99

     

6.20

%

   

0.95

%

   

2.28

%

   

1.17

%

 

$

37,121

     

79

%

 
Year Ended
12/31/15
   

(0.33

)

 

$

9.68

     

(0.93

)%

   

0.95

%

   

3.05

%

   

1.16

%

 

$

37,845

     

41

%

 

Class C

 
Year Ended
12/31/19
   

(0.19

)

 

$

10.40

     

8.26

%

   

1.74

%

   

1.83

%

   

2.00

%

 

$

9,126

     

106

%

 
Year Ended
12/31/18
   

(0.25

)

 

$

9.79

     

(1.45

)%

   

1.74

%

   

2.65

%

   

1.97

%

 

$

10,221

     

115

%

 
Year Ended
12/31/17
   

(0.27

)

 

$

10.19

     

4.27

%

   

1.74

%

   

2.44

%

   

1.89

%

 

$

11,671

     

138

%

 
Year Ended
12/31/16
   

(0.21

)

 

$

10.04

     

5.46

%

   

1.74

%

   

1.49

%

   

2.00

%

 

$

11,547

     

79

%

 
Year Ended
12/31/15
   

(0.26

)

 

$

9.72

     

(1.79

)%

   

1.74

%

   

2.25

%

   

1.97

%

 

$

12,940

     

41

%

 

Class R

 
Year Ended
12/31/19
   

(0.23

)

 

$

10.41

     

8.79

%

   

1.34

%

   

2.21

%

   

1.77

%

 

$

2,866

     

106

%

 
Year Ended
12/31/18
   

(0.29

)

 

$

9.79

     

(1.15

)%

   

1.34

%

   

3.05

%

   

1.70

%

 

$

2,761

     

115

%

 
Year Ended
12/31/17
   

(0.31

)

 

$

10.20

     

4.78

%

   

1.34

%

   

2.83

%

   

1.61

%

 

$

2,927

     

138

%

 
Year Ended
12/31/16
   

(0.25

)

 

$

10.04

     

5.77

%

   

1.34

%

   

1.89

%

   

1.53

%

 

$

2,979

     

79

%

 
Year Ended
12/31/15
   

(0.30

)

 

$

9.73

     

(1.39

)%

   

1.34

%

   

2.64

%

   

1.58

%

 

$

3,338

     

41

%

 

Class Y

 
Year Ended
12/31/19
   

(0.30

)

 

$

10.29

     

9.35

%

   

0.74

%

   

2.83

%

   

1.11

%

 

$

5,274

     

106

%

 
Year Ended
12/31/18
   

(0.35

)

 

$

9.69

     

(0.45

)%

   

0.74

%

   

3.72

%

   

1.06

%

 

$

4,798

     

115

%

 
Year Ended
12/31/17
   

(0.38

)

 

$

10.09

     

5.38

%

   

0.74

%

   

3.46

%

   

0.95

%

 

$

10,180

     

138

%

 
Year Ended
12/31/16
   

(0.30

)

 

$

9.94

     

6.45

%

   

0.74

%

   

2.50

%

   

0.99

%

 

$

11,768

     

79

%

 
Year Ended
12/31/15
   

(0.35

)

 

$

9.63

     

(0.74

)%

   

0.74

%

   

3.24

%

   

0.98

%

 

$

13,217

     

41

%

 

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

See notes to financial statements.


89



Victory Portfolios

  Notes to Financial Statements
December 31, 2019
 

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. The Trust 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 42 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following seven Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)

 

Funds (Short Name)

  Investment Share
Classes Offered
 
Victory INCORE Investment
Quality Bond Fund
  INCORE Investment
Quality Bond Fund
  Classes A, C, R and Y
 
 
Victory INCORE Low Duration
Bond Fund
  INCORE Low Duration
Bond Fund
  Classes A, C, R and Y
 
 

Victory High Yield Fund

 

High Yield Fund

 

Classes A, C, R and Y

 

Victory Tax-Exempt Fund

 

Tax-Exempt Fund

 

Classes A, C and Y

 
Victory High Income Municipal
Bond Fund
  High Income Municipal
Bond Fund
  Classes A, C and Y
 
 

Victory Floating Rate Fund

 

Floating Rate Fund

 

Classes A, C, R and Y

 

Victory Strategic Income Fund

 

Strategic Income Fund

 

Classes A, C, R and Y

 

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' 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 accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

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 in active markets for identical securities


90



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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

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

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

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

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.

Swap agreements are valued at the mean between the current bid and ask prices. These valuations are typically categorized as Level 2 in the fair value hierarchy.

Debt securities of United States ("U.S.") issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Investments for which there are no such quotations, or for which quotations do not appear reliable, 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.

A summary of the valuations as of December 31, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments.

   

LEVEL 1

 

LEVEL 2

 

Total

 

INCORE Investment Quality Bond Fund

 

Asset Backed Securities

 

$

   

$

13,547

   

$

13,547

   

Collateralized Mortgage Obligations

   

     

576,372

     

576,372

   

Corporate Bonds

   

     

14,056,808

     

14,056,808

   

Residential Mortgage Backed Securities

   

     

185,328

     

185,328

   

U.S. Government Mortgage Backed Agencies

   

     

12,824,521

     

12,824,521

   

U.S. Treasury Obligations

   

     

3,071,521

     

3,071,521

   

Collateral for Securities Loaned

   

662,890

     

     

662,890

   

Total

 

$

662,890

   

$

30,728,097

   

$

31,390,987

   

Other Financial Instruments^:

 

Assets:

 

Credit Default Swap Agreements

 

$

   

$

14,094

   

$

14,094

   

Liabilities:

 

Futures Contracts

   

(4,893

)

   

     

(4,893

)

 

Total

 

$

(4,893

)

 

$

14,094

   

$

9,201

   


91



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 
   

LEVEL 1

 

LEVEL 2

 

Total

 

INCORE Low Duration Bond Fund

 

Asset Backed Securities

 

$

   

$

26,090,866

   

$

26,090,866

   

Collateralized Mortgage Obligations

   

     

10,489,506

     

10,489,506

   

Corporate Bonds

   

     

116,455,370

     

116,455,370

   

Residential Mortgage Backed Securities

   

     

14,773,181

     

14,773,181

   

U.S. Government Mortgage Backed Agencies

   

     

34,913,529

     

34,913,529

   

U.S. Treasury Obligations

   

     

60,421,335

     

60,421,335

   

Collateral for Securities Loaned

   

1,828,649

     

     

1,828,649

   

Total

 

$

1,828,649

   

$

263,143,787

   

$

264,972,436

   

Other Financial Instruments^:

 

Assets:

 

Futures Contracts

 

$

79,478

   

$

   

$

79,478

   

Credit Default Swap Agreements

   

     

120,813

     

120,813

   

Liabilities:

 

Futures Contracts

   

(75,293

)

   

     

(75,293

)

 

Total

 

$

4,185

   

$

120,813

   

$

124,998

   

High Yield Fund

 

Common Stocks

 

$

1,126,270

   

$

   

$

1,126,270

   

Senior Secured Loans

   

     

40,978,543

     

40,978,543

   

Corporate Bonds

   

     

127,165,723

     

127,165,723

   

Collateral for Securities Loaned

   

26,022,080

     

     

26,022,080

   

Total

 

$

27,148,350

   

$

168,144,266

   

$

195,292,616

   

Tax-Exempt Fund

 

Municipal Bonds

 

$

   

$

63,708,267

   

$

63,708,267

   

Total

 

$

   

$

63,708,267

   

$

63,708,267

   

High Income Municipal Bond Fund

 

Municipal Bonds

 

$

   

$

41,916,145

   

$

41,916,145

   

Total

 

$

   

$

41,916,145

   

$

41,916,145

   

Floating Rate Fund

 

Senior Secured Loans

 

$

   

$

489,228,570

   

$

489,228,570

   

Corporate Bonds

   

     

81,228,599

     

81,228,599

   

Total

 

$

   

$

570,457,169

   

$

570,457,169

   

Strategic Income Fund

 

Asset Backed Securities

 

$

   

$

4,875,454

   

$

4,875,454

   

Collateralized Mortgage Obligations

   

     

1,241,005

     

1,241,005

   

Corporate Bonds

   

     

27,387,455

     

27,387,455

   

Residential Mortgage Backed Securities

   

     

361,016

     

361,016

   

U.S. Government Mortgage Backed Agencies

   

     

154,882

     

154,882

   

U.S. Treasury Obligations

   

     

16,197,952

     

16,197,952

   

Collateral for Securities Loaned

   

2,514,842

     

     

2,514,842

   

Total

 

$

2,514,842

   

$

50,217,764

   

$

52,732,606

   

Other Financial Instruments^:

 

Assets:

 

Futures Contracts

 

$

57,952

   

$

   

$

57,952

   

Liabilities:

 

Futures Contracts

   

(128,039

)

   

     

(128,039

)

 

Credit Default Swap Agreements

   

     

(20,150

)

   

(20,150

)

 

Total

 

$

(70,087

)

 

$

(20,150

)

 

$

(90,237

)

 


92



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

^  Futures Contracts and Credit Default Swap Agreements are valued at the unrealized appreciation (depreciation) on the investment.

For the year ended December 31, 2019, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.

Securities Purchased on a When-Issued Basis:

The Funds may purchase securities on a when-issued basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for when-issued securities. If a Fund owns when-issued securities, these values are included in Payable for investments purchased on the accompanying Statements of Assets and Liabilities and the segregated assets are identified in the Schedules of Portfolio Investments.

Municipal Obligations:

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

Mortgage-Related 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 a 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.

Loans:

Floating rate loans in which a Fund invest are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of a Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See the note below regarding below investment grade securities.


93



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

A Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.

Transactions in loans often settle on a delayed basis, and a Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.

Below Investment Grade Securities:

Certain Funds may invest in below investment grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.

Real Estate Investment Trusts ("REITs"):

The Funds 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 Funds or when such information becomes known.

Derivative Instruments:

Futures Contracts:

The Funds 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. A 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. A 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 a 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 a 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 Funds is presented on the Statements of Assets and Liabilities under Deposits with broker for futures contracts. During the year ended December 31, 2019, the Funds entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.


94



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Credit Derivatives:

The Funds may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Funds may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust a Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by a Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject a Fund to greater volatility than investments in more traditional securities, as described in the Funds' Statement of Additional Information.

Centrally cleared credit default swap ("CDS") agreements on credit indices involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of a specific sector of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the CDS.

The counterparty risk for cleared swap agreements is generally lower than uncleared over-the-counter swap agreements because generally a clearing organization becomes substituted for each counterparty to a centrally cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Funds.

The Funds may enter into CDS agreements either as a buyer or seller. The Funds may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Funds may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer. For swaps entered with an individual counterparty, the Funds bear the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Funds may also enter into cleared swaps.

Upon entering into a cleared CDS, the Funds may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to the Funds upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market." The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.

The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for which a Fund is the seller of protection are disclosed in the Schedules of Portfolio Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, periodic interest payments, or net amounts received from the settlement of buy protection CDS agreements entered into by the Funds for the same referenced entity or entities.


95



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

During the year ended December 31, 2019, INCORE Investment Quality Bond Fund, INCORE Low Duration Bond Fund and Strategic Income Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.

Offsetting of Financial Assets and Derivatives Assets:

The Funds are subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Funds to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.

The table below, as of December 31, 2019, discloses both gross information and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

    Gross Amounts
of Recognized
Assets
  Gross Amounts
Available for
Offset
  Net Amounts
Presented in the
Statements of
Assets and
Liabilities
  Cash
Collateral
Received
  Net
Amount
 

INCORE Investment Quality Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
 

$

94

   

$

   

$

94

   

$

   

$

94

   

INCORE Low Duration Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

25,899

     

     

25,899

     

     

25,899

   

Strategic Income Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

6,055

     

     

6,055

     

     

6,055

   
    Gross Amounts
of Recognized
Liabilities
  Gross Amounts
Available for
Offset
  Net Amounts
Presented in the
Statements of
Assets and
Liabilities
  Cash
Collateral
Pledged*
  Net
Amount
 

INCORE Investment Quality Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
 

$

320

   

$

   

$

320

   

$

(320

)

 

$

   

Strategic Income Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

18,219

     

     

18,219

     

(18,219

)

   

   

*  Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by each Fund is disclosed in the Statements of Assets and Liabilities.


96



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Summary of Derivative Instruments:

The following table summarizes the fair values of derivative instruments on the Statements of Assets and Liabilities, categorized by risk exposure, as of December 31, 2019:

   

Assets

 

Liabilities

 
    Variation
Margin
Receivable on
Open Futures
Contracts*
  Variation
Margin
Receivable on
Swap
Agreements*
  Variation
Margin
Payable on
Open Futures
Contracts*
  Variation
Margin
Payable on
Swap
Agreements*
 

Credit Risk Exposure:

 

INCORE Investment Quality Bond Fund

 

$

   

$

14,094

   

$

   

$

   

INCORE Low Duration Bond Fund

   

     

120,813

     

     

   

Strategic Income Fund

   

     

     

     

20,150

   

Interest Rate Risk Exposure:

 
INCORE Investment Quality
Bond Fund
   

     

     

4,893

     

   
INCORE Low Duration
Bond Fund
   

79,478

     

     

75,293

     

   

Strategic Income Fund

   

57,952

     

     

128,039

     

   

*  Includes cumulative appreciation/depreciation of futures contracts and credit default swap agreements as reported on the Schedules of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statements of Assets and Liabilities.

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended December 31, 2019:

    Net Realized Gains (Losses) on
Derivatives Recognized as
a Result from Operations
  Net Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
as a Result of Operations
 
    Net Realized
Gains (Losses)
from Futures
Contracts
  Net Realized
Gains (Losses)
from Swap
Agreements
  Net Change in
Unrealized
Appreciation/
Depreciation
on Futures
Contracts
  Net Change in
Unrealized
Appreciation/
Depreciation
on Swap
Agreements
 

Credit Risk Exposure:

 
INCORE Investment Quality
Bond Fund
 

$

   

$

(257,113

)

 

$

   

$

183,902

   

INCORE Low Duration Bond Fund

   

     

(2,483,152

)

   

     

1,941,780

   

Strategic Income Fund

   

     

(44,859

)

   

     

(20,150

)

 

Interest Rate Risk Exposure:

 

INCORE Investment Quality Bond Fund

   

(76,271

)

   

     

46,258

     

   

INCORE Low Duration Bond Fund

   

311,974

     

     

(749,596

)

   

   

Strategic Income Fund

   

147,348

     

     

(264,161

)

   

   

All open derivative positions at year end are reflected in each respective Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to each Fund's net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year.


97



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interst 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 determined by comparing the identified cost of the security lot sold with the net sales proceeds. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statements of Operations.

Certain Funds may receive other income from investment in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received by the Fund. These amounts are included in Interest income in the Statements of Operations.

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

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A.("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange 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 adjusted 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, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. 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 the Agent 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 Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of December 31, 2019. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral and greater than overnight and continuous contractual maturity for non-cash collateral.


98



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 
    Gross
Amount of
Recognized
Assets
(Value of
  Value of
Cash
  Value of Non-cash Collateral
Received by Maturity
     
    Securities
on Loan)
  Collateral
Received*
 

<30 Days

  Between
30 & 90 days
 

>90 Days

  Net
Amount
 
INCORE Investment
Quality Bond Fund
 

$

645,832

   

$

645,832

   

$

   

$

   

$

   

$

   
INCORE Low Duration
Bond Fund
   

1,776,595

     

1,776,595

     

     

     

     

   

High Yield Fund

   

25,052,816

     

25,052,816

     

     

     

     

   

Strategic Income Fund

   

2,429,241

     

2,429,241

     

     

     

     

   

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do 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 Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds 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 Funds invest.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid monthly for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund. 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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

As of December 31, 2019 on the Statements of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.


99



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Federal Income Taxes:

It is the policy of each Fund 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.

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., all open tax years and the interim tax period since then). 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 the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing 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 Funds may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended December 31, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2019 were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
  Purchases
of U.S.
Government
Securities
  Sales
of U.S.
Government
Securities
 
INCORE Investment Quality
Bond Fund
 

$

14,668,928

   

$

10,953,087

   

$

13,478,303

   

$

21,489,558

   
INCORE Low Duration
Bond Fund
   

55,848,354

     

139,815,387

     

73,509,311

     

56,335,884

   
High Yield Fund    

199,381,250

     

118,063,021

     

     

   
Tax-Exempt Fund    

43,148,594

     

48,986,486

     

     

   
High Income Municipal
Bond Fund
   

21,899,534

     

27,200,992

     

     

   
Floating Rate Fund    

205,914,847

     

253,645,973

     

     

   
Strategic Income Fund    

42,184,941

     

42,811,282

     

10,015,086

     

11,342,811

   

4. Fees and Transactions with Affiliates and Related Parties:

Investment advisory services are provided to the Funds by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and


100



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Exchange Commission ("SEC"). The Adviser is a wholly owned indirect subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation and a wholly owned direct subsidiary of Victory Capital Operating, LLC.

VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue"). Park Avenue is responsible for providing day-to-day investment advisory services to the Funds (with the exception of the INCORE Investment Quality Bond Fund and the INCORE Low Duration Bond Fund), subject to the oversight of the Board of Trustees of the Trust. Sub-investment advisory fees are paid by VCM to Park Avenue and do not represent a separate or additional expense to the Funds.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

   

Flat Rate

 

INCORE Investment Quality Bond Fund

   

0.50

%

 

INCORE Low Duration Bond Fund

   

0.45

%

 

High Yield Fund

   

0.60

%

 

Tax-Exempt Fund

   

0.50

%

 

High Income Municipal Bond Fund

   

0.50

%

 

Floating Rate Fund

   

0.65

%

 

Strategic Income Fund

   

0.60

%

 

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, N.A., 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 Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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 Funds in the Victory Funds Complex, in aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, 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.

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 Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the


101



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the year ended December 31, 2019, the Distributor received approximately $19,571 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2019, the expense limits (excluding voluntary waivers) are as follows:

   

In effect January 1, 2019 until April 30, 2020

 

  Class A
Shares
  Class C
Shares
  Class R
Shares
  Class Y
Shares
 

INCORE Investment Quality Bond Fund

   

0.90

%

   

1.77

%

   

1.30

%

   

0.66

%

 

INCORE Low Duration Bond Fund

   

0.85

%

   

1.62

%

   

1.27

%

   

0.62

%

 

High Yield Fund

   

1.00

%

   

1.70

%

   

1.35

%

   

0.76

%

 

Tax-Exempt Fund

   

0.80

%

   

1.60

%

   

N/A

     

0.69

%

 

High Income Municipal Bond Fund

   

0.80

%

   

1.57

%

   

N/A

     

0.57

%

 

Floating Rate Fund

   

1.00

%

   

1.80

%

   

1.56

%

   

0.78

%

 

Strategic Income Fund

   

0.95

%

   

1.74

%

   

1.34

%

   

0.74

%

 

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".

As of December 31, 2019, the following amounts are available to be repaid to the Adviser:

    Expires
December 31,
2020
  Expires
December 31,
2021
  Expires
December 31,
2022
 

Total

 

INCORE Investment Quality Bond Fund

 

$

102,291

   

$

107,641

   

$

127,606

   

$

337,538

   

INCORE Low Duration Bond Fund

   

217,933

     

110,273

     

163,391

     

491,597

   

High Yield Fund

   

80,774

     

76,868

     

181,413

     

339,055

   

Tax-Exempt Fund

   

122,100

     

114,539

     

132,065

     

368,704

   

High Income Municipal Bond Fund

   

139,397

     

121,563

     

132,417

     

393,377

   

Floating Rate Fund

   

718,769

     

765,491

     

841,458

     

2,325,718

   

Strategic Income Fund

   

90,313

     

98,810

     

110,089

     

299,212

   

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. The Adviser voluntarily waived $88,190 for the year ended December 31, 2019 for the INCORE Low Duration Bond Fund.

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, and Legal Counsel.

5. Risks:

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

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter


102



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" with Citibank. Under the agreements with Citibank, for the period January 1, 2019 to June 30, 2019, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, 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 (herein, the "Fund"), with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in effect for the period January 1, 2019 to June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the period July 1, 2019 to December 31, 2019, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the year ended December 31, 2019, Citibank earned approximately $300 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. Each fund in the Victory Funds Complex and the USAA Mutual Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.

The Funds did not utilize the Line of Credit during the year ended December 31, 2019.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund 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 each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Income on interfund lending.


103



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2019 were as follows:

Fund

  Borrower or
Lender
  Amount
Outstanding at
December 31,
2019
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
INCORE Low Duration
Bond Fund
 

Borrower

 

$

   

$

289,000

     

1

     

2.98

%

 

$

289,000

   

Tax-Exempt Fund

 

Borrower

   

     

240,750

     

4

     

2.93

%

   

300,000

   
High Income Municipal
Bond Fund
 

Borrower

   

     

136,000

     

1

     

2.95

%

   

136,000

   

Floating Rate Fund

 

Borrower

   

     

3,442,000

     

1

     

3.00

%

   

3,442,000

   

*  For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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):

 

Year Ended December 31, 2019

 
   

Distributions paid from

                 
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Return of
Capital
  Tax-Exempt
Distributions
  Total
Distributions
Paid
 
INCORE Investment Quality
Bond Fund
 

$

729,886

   

$

   

$

729,886

   

$

   

$

   

$

729,886

   

INCORE Low Duration Bond Fund

   

5,542,176

     

     

5,542,176

     

211,801

     

     

5,753,977

   

High Yield Fund

   

8,070,016

     

     

8,070,016

     

     

     

8,070,016

   
Tax-Exempt Fund    

423,874

     

390,747

     

814,621

     

     

2,236,300

     

3,050,921

   

High Income Municipal Bond Fund

   

2,711

     

253,174

     

255,885

     

     

1,601,762

     

1,857,647

   

Floating Rate Fund

   

34,708,312

     

     

34,708,312

     

     

     

34,708,312

   

Strategic Income Fund

   

1,237,315

     

     

1,237,315

     

72,235

     

     

1,309,550

   

 

 

Year Ended December 31, 2018

 
   

Distributions paid from

             

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Tax-Exempt
Distributions
  Total
Distributions
Paid
 

INCORE Investment Quality Bond Fund

 

$

1,009,807

   

$

   

$

1,009,807

   

$

   

$

1,009,807

   

INCORE Low Duration Bond Fund

   

8,347,974

     

     

8,347,974

     

     

8,347,974

   

High Yield Fund

   

4,212,512

     

     

4,212,512

     

     

4,212,512

   

Tax-Exempt Fund

   

2,988

     

1,051,617

     

1,054,605

     

2,762,067

     

3,816,672

   

High Income Municipal Bond Fund

   

6,002

     

     

6,002

     

2,258,063

     

2,264,065

   

Floating Rate Fund

   

34,992,812

     

     

34,992,812

     

     

34,992,812

   

Strategic Income Fund

   

1,686,254

     

     

1,686,254

     

     

1,686,254

   


104



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:

    Undistributed
Ordinary
Income
  Undistributed
Tax Exempt
Income
  Distributions
Payable
  Accumulated
Earnings
(Deficit)
  Accumulated
Capital and
Other
Losses
  Qualified
Late-Year
Losses*
  Unrealized
Appreciation
(Depreciation)**
  Other
Temporary
Differences
  Total
Accumulated
Earnings
(Deficit)
 
INCORE Investment
Quality Bond Fund
 

$

   

$

   

$

(21,877

)

 

$

(21,877

)

 

$

(580,846

)

 

$

   

$

702,374

   

$

   

$

99,651

   
INCORE Low Duration
Bond Fund
   

     

     

(540,491

)

   

(540,491

)

   

(31,939,385

)

   

     

1,236,880

     

     

(31,242,996

)

 

High Yield Fund

   

8,157

     

     

     

8,157

     

(7,171,624

)

   

     

4,225,286

     

     

(2,938,181

)

 
Tax-Exempt Fund    

12,439

     

     

     

12,439

     

     

     

4,211,405

     

     

4,223,844

   
High Income Municipal
Bond Fund
   

     

147,380

     

     

147,380

     

     

(640,563

)

   

2,414,101

     

(19,507

)

   

1,901,411

   
Floating Rate Fund    

125,477

     

     

     

125,477

     

(171,171,939

)

   

     

(5,346,225

)

   

(19,844

)

   

(176,412,531

)

 

Strategic Income Fund

   

     

     

(73,971

)

   

(73,971

)

   

(902,515

)

   

     

1,683,395

     

(19,507

)

   

687,402

   

*  Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and 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.

As of the tax year ended December 31, 2019, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the table below.

  Short-Term
Amount
  Long-Term
Amount
 

Total

 

INCORE Investment Quality Bond Fund

 

$

   

$

580,846

   

$

580,846

   

INCORE Low Duration Bond Fund

   

12,232,919

     

19,706,466

     

31,939,385

   

High Yield Fund

   

1,231,844

     

5,939,780

     

7,171,624

   

Floating Rate Fund

   

26,576,093

     

144,595,846

     

171,171,939

   

Strategic Income Fund

   

     

902,515

     

902,515

   

During the most recent tax year ended December 31, 2019, the INCORE Investment Quality Bond Fund, High Yield Fund, High Income Municipal Bond Fund and Strategic Income Fund utilized $438,646, $928,506, $262,516 and $886,217, respectively, of CLCFs.

As of December 31, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments were as follows:

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

INCORE Investment Quality Bond Fund

 

$

30,688,613

   

$

802,410

   

$

(100,036

)

 

$

702,374

   

INCORE Low Duration Bond Fund

   

263,735,556

     

1,628,632

     

(391,752

)

   

1,236,880

   
High Yield Fund    

191,067,330

     

6,050,966

     

(1,825,680

)

   

4,225,286

   
Tax-Exempt Fund    

59,496,862

     

4,218,915

     

(7,510

)

   

4,211,405

   
High Income Municipal Bond Fund    

39,502,044

     

2,628,060

     

(213,959

)

   

2,414,101

   
Floating Rate Fund    

575,803,394

     

6,425,165

     

(11,771,390

)

   

(5,346,225

)

 

Strategic Income Fund

   

51,049,211

     

1,814,611

     

(131,216

)

   

1,683,395

   


105



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net."

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of December 31, 2019, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control this Fund.

 

Shareholder

 

Percent

 

Strategic Income Fund

 

Guardian Life Insurance

   

71.1

%

 

10. Recent Accounting Pronouncements:

In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. The Funds have adopted and applied ASU 2017-08 on a modified retrospective basis through a cumulative-effect adjustment as of the beginning of the period of adoption.

The adoption of ASU 2017-08 had no material impact (except for the Funds listed in the table below) on information presented in the financial statements. As a result of the adoption of ASU 2017-08, as of January 1, 2019, the accumulated net unrealized appreciation on investments was increased and accumulated net investment income was reduced by the amounts below. The adoption of ASU 2017-08 had no impact on beginning net assets, or any prior period information presented in the financial statements.

Tax-Exempt Fund

 

$

140,195

   
High Income Municipal Bond Fund    

45,702

   

11. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.


106



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory INCORE Investment Quality Bond Fund, Victory INCORE Low Duration Bond Fund, Victory High Yield Fund, Victory Tax-Exempt Fund, Victory High Income Municipal Bond Fund, Victory Floating Rate Fund and Victory Strategic Income Fund (the "Funds"), each a series of Victory Portfolios, as of December 31, 2019, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year then ended (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 as of December 31, 2019, the results of their operations, the changes in their net assets, and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial statements and financial highlights for the three years ended December 31, 2018, were audited by other auditors whose report dated February 26, 2019 and the Funds' financial highlights for the year ended December 31, 2015, were audited by other auditors whose report dated February 22, 2016, expressed unqualified opinions on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audit. 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 Funds 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 audit 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.

Our audit 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, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers or counterparties were not received. Our audit 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 audit provides a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 25, 2020


107



Victory Portfolios

  Supplemental Information
December 31, 2019
 

  (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 ten Trustees, nine 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 ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 26 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age

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

Independent Trustees.

 

David Brooks Adcock, 68

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, 72

 

Vice Chair and Trustee

 

August 2002

 

Retired.

 

Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).

 

E. Lee Beard, 68*

 

Trustee

 

May 2005

 

Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).

 

None.

 

Dennis M. Bushe, 76

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


108



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Name and Age

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

Sally M. Dungan, 65

 

Trustee

 

February 2011

 

Chief Investment Officer, Tufts University (since 2002).

 

None.

 

John L. Kelly, 66

 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer, 62*

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, 58

 

Trustee

 

July 2016

  Chair, CEO and Co-Founder of TriLinc Global, LLC, an
investment firm.
 

TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).

 

Leigh A. Wilson, 75

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown, 47**

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).

 

USAA Mutual Funds Trust.

 

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

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 ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, 58

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, 50

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).

 

Erin G. Wagner, 46

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, 54

 

Treasurer

 

May 2017

 

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

 

Christopher A. Ponte, 35

 

Assistant Treasurer

 

December 2017

 

Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).

 

Colin Kinney, 46

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 

Chuck Booth, 59

 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

May 2015

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

 

Jay G. Baris, 66

 

Assistant Secretary

 

December 1997

 

Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

 

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.


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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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, 2019 through December 31, 2019.

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 each 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 are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is 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
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

INCORE Investment Quality Bond Fund

 

Class A Shares

 

$

1,000.00

   

$

1,025.50

   

$

1,020.67

   

$

4.59

   

$

4.58

     

0.90

%

 

Class C Shares

   

1,000.00

     

1,022.00

     

1,016.28

     

9.02

     

9.00

     

1.77

%

 

Class R Shares

   

1,000.00

     

1,024.40

     

1,018.65

     

6.63

     

6.61

     

1.30

%

 

Class Y Shares

   

1,000.00

     

1,026.80

     

1,021.88

     

3.37

     

3.36

     

0.66

%

 


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    Beginning
Account
Value
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

INCORE Low Duration Bond Fund

 

Class A Shares

 

$

1,000.00

   

$

1,011.90

   

$

1,020.92

   

$

4.31

   

$

4.33

     

0.85

%

 

Class C Shares

   

1,000.00

     

1,007.80

     

1,017.04

     

8.20

     

8.24

     

1.62

%

 

Class R Shares

   

1,000.00

     

1,009.60

     

1,018.80

     

6.43

     

6.46

     

1.27

%

 

Class Y Shares

   

1,000.00

     

1,012.10

     

1,022.08

     

3.14

     

3.16

     

0.62

%

 

High Yield Fund

 

Class A Shares

   

1,000.00

     

1,052.10

     

1,020.16

     

5.17

     

5.09

     

1.00

%

 

Class C Shares

   

1,000.00

     

1,048.30

     

1,016.64

     

8.78

     

8.64

     

1.70

%

 

Class R Shares

   

1,000.00

     

1,050.30

     

1,018.55

     

6.82

     

6.72

     

1.32

%

 

Class Y Shares

   

1,000.00

     

1,053.60

     

1,021.37

     

3.93

     

3.87

     

0.76

%

 

Tax-Exempt Fund

 

Class A Shares

   

1,000.00

     

1,031.30

     

1,021.17

     

4.10

     

4.08

     

0.80

%

 

Class C Shares

   

1,000.00

     

1,027.10

     

1,017.14

     

8.18

     

8.13

     

1.60

%

 

Class Y Shares

   

1,000.00

     

1,031.80

     

1,021.73

     

3.53

     

3.52

     

0.69

%

 

High Income Municipal Bond Fund

 

Class A Shares

   

1,000.00

     

1,026.40

     

1,021.17

     

4.09

     

4.08

     

0.80

%

 

Class C Shares

   

1,000.00

     

1,022.50

     

1,017.29

     

8.00

     

7.98

     

1.57

%

 

Class Y Shares

   

1,000.00

     

1,027.60

     

1,022.33

     

2.91

     

2.91

     

0.57

%

 

Floating Rate Fund

 

Class A Shares

   

1,000.00

     

1,033.10

     

1,020.16

     

5.12

     

5.09

     

1.00

%

 

Class C Shares

   

1,000.00

     

1,028.30

     

1,016.13

     

9.20

     

9.15

     

1.80

%

 

Class R Shares

   

1,000.00

     

1,029.50

     

1,017.34

     

7.98

     

7.93

     

1.56

%

 

Class Y Shares

   

1,000.00

     

1,035.20

     

1,021.27

     

4.00

     

3.97

     

0.78

%

 

Strategic Income Fund

 

Class A Shares

   

1,000.00

     

1,020.50

     

1,020.42

     

4.84

     

4.84

     

0.95

%

 

Class C Shares

   

1,000.00

     

1,016.00

     

1,016.43

     

8.84

     

8.84

     

1.74

%

 

Class R Shares

   

1,000.00

     

1,019.20

     

1,018.45

     

6.82

     

6.82

     

1.34

%

 

Class Y Shares

   

1,000.00

     

1,021.80

     

1,021.48

     

3.77

     

3.77

     

0.74

%

 

*  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

For the year ended December 31, 2019, the Funds designated tax-exempt income distributions:

 

Amount

 

Tax-Exempt Fund

 

$

2,236,300

   

High Income Municipal Bond Fund

   

1,601,762

   

For the year ended December 31, 2019, the Funds designated short-term capital gain distributions:

 

Amount

 

Tax-Exempt Fund

 

$

422,592

   

For the year ended December 31, 2019, the following Funds designated long-term capital gain distributions:

 

Amount

 

Tax-Exempt Fund

 

$

390,747

   

High Income Municipal Bond Fund

   

253,174

   


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Considerations of the Board in Continuing the Investment Advisory Agreements

The Board approved the advisory agreement with the Adviser, on behalf of each of the Funds (the "Agreement"), and the sub-advisory agreement between the Adviser and Park Avenue Institutional Advisers LLC (the "Sub-Adviser"), on behalf of each of the High Yield Fund, Tax Exempt Fund, High Income Municipal Bond Fund, Floating Rate Fund and Strategic Income Fund (the "Sub-Advisory Agreement"), at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and both the Agreement and the Sub-Advisory Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. The Board noted that prior to each Fund's reorganization on July 29, 2016, each Fund was managed by RS Investment Management Co. LLC, which was acquired by the Adviser on July 29, 2016, and sub-advised by the Sub-Adviser. The Board also noted that upon completion of the reorganization of the INCORE Investment Quality Bond Fund and the INCORE Low Duration Bond Fund, the Sub-Adviser was replaced by the Adviser's INCORE investment management team. In considering whether to approve the Agreement, the Board requested, and the Adviser or the Sub-Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of the Funds' advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement and the Sub-Advisory Agreement should be continued. The Board reviewed numerous factors with respect to each Fund, including the Sub-Adviser's history as sub-adviser for each predecessor fund and the services to be provided by the Sub-Adviser. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow;

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.


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In considering whether the compensation paid to the Sub-Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of each Fund for the services provided by the Sub-Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The fees payable for the services;

•  Representations by the Adviser that the sub-advisory fee for each Fund is within the range of fees agreed to in the market for similar services;

•  Whether the fee would be sufficient to enable the Sub-Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  Management's commitment to operating the Fund at competitive expense levels;

•  Research and other service benefits received by the Sub-Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Sub-Adviser as a result of its sub-advisory relationship with the Funds;

•  The capabilities and financial condition of the Sub-Adviser;

•  The nature, quality and extent of the oversight and compliance services provided by the Adviser;

•  The historical relationship between the predecessor funds and the Sub-Adviser; and

•  Current economic and industry trends.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fee and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant, and a peer group of funds with similar investment strategies selected by that independent consultant from the universe of comparable funds. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. With respect to certain Funds, the Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board noted that none of the advisory fee arrangements for the Funds included breakpoints, which are generally viewed as a method by which the investment adviser shares any economies of scale with a fund as a fund grows. The Board recognized that because the sub-advisory fees are paid by the Adviser, any arrangement by the Sub-Adviser to reduce its fee as a Fund grows would have no direct impact on the Fund or its shareholders. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if a Fund's assets were to grow significantly.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has


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committed to enhance portfolio analysis, compliance and trading systems. The Board noted that, following each Fund's reorganization, each Fund, with the exception of the INCORE Low Duration Bond Fund and INCORE Investment Quality Bond Fund, is managed by substantially the same investment management team that managed the comparable predecessor fund.

With respect to the High Yield Fund, Tax-Exempt Fund, High Income Municipal Bond Fund, Floating Rate Fund and Strategic Income Fund, the Board considered the relative roles and responsibilities of the Adviser and the Sub-Adviser and noted that, among other things: (1) the sub-advisory fees for the Fund would be paid by the Adviser and, therefore, would not be a direct expense of the Fund; and (2) the Adviser would supervise the Sub-Adviser. The Board also considered the Adviser's representation that the fees to be paid to the Sub-Adviser are within the range of sub-advisory fees paid to other sub-advisers for similar services.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

INCORE Investment Quality Bond Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for the one-, three- and five-year periods, outperformed the benchmark index for the ten-year period, and outperformed the peer group median for all of the periods reviewed, with the exception of the one-year period. The Board discussed with the Adviser how market conditions affected the Fund during periods of underperformance given the Fund's investment strategy and fee and expense profile.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; (4) the transition of the investment team following the reorganization; and (5) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

INCORE Low Duration Bond Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, with the exception of the one-year period, and underperformed the peer group median for all of the periods reviewed. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; (4) the transition of the investment team following the reorganization; and (5) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

High Yield Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the one- and three-year periods and the peer group median for all of the periods reviewed, and underperformed the benchmark index for the five- and ten-year periods.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to


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limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Tax-Exempt Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for the one-, five- and ten-year periods, outperformed the benchmark index for the three-year period, outperformed the peer group median for the one- and three-year periods, matched the peer group median for the five-year period, and underperformed the peer group median for the ten-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the recent periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

High Income Municipal Bond Fund

Noting that the Fund commenced operations in 2009, the Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the three- and five-year periods, underperformed the benchmark index for the one-year period, and underperformed the peer group median for all of the periods reviewed. The Board discussed with the Adviser how market conditions affected the Fund during periods of underperformance given the Fund's investment strategy and fee and expense profile.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Floating Rate Fund

Noting that the Fund commenced operations in 2009, the Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, with the exception of the five-year period, and outperformed the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Strategic Income Fund

Noting that the Fund commenced operations in 2009, the Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, with the exception of the one-year period, and outperformed the peer group median for all of the periods reviewed, with the exception of the three-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to


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December 31, 2019
 

  (Unaudited)

limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

Based on its review of the information requested and provided, and following extended discussions, the Board concluded, among other things, that the Sub-Advisory Agreement, with respect to each of the High Yield Fund, Tax Exempt Fund, High Income Municipal Bond Fund, Floating Rate Fund and Strategic Income Fund, was consistent with the best interests of each Fund and its shareholders and unanimously approved the Sub-Advisory Agreement (including the fees to be charged for services thereunder), on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Sub-Adviser under the Sub-Advisory Agreement in light of the investment advisory services provided, the costs of these services and the estimated profitability of the Sub-Adviser's relationship with each Fund;

•  The nature, quality and extent of the investment advisory services provided by the portfolio management team of the Sub-Adviser, which have resulted in each Fund achieving its stated investment objective;

•  The Sub-Adviser's representations regarding its staffing and capabilities to manage the Funds; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Sub-Adviser.


118



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.



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

Visit our website at:

 

Call Victory at:

 

www.vcm.com

  800-539-FUND (800-539-3863)  

VPRSFIF-AR (12/19)



December 31, 2019

Annual Report

Victory RS Small Cap Growth Fund

Victory RS Select Growth Fund

Victory RS Mid Cap Growth Fund

Victory RS Growth Fund

Victory RS Science and Technology Fund

Victory RS Small Cap Equity Fund

Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



Victory Portfolios

Table of Contents

Shareholder Letter (unaudited)

   

3

   

Fund Review and Commentary (unaudited)

   

5

   

Financial Statements

 

The Victory Growth Funds

 

Victory RS Small Cap Growth Fund

 

Schedule of Portfolio Investments

   

29

   

Statements of Assets and Liabilities

   

47

   

Statements of Operations

   

49

   

Statements of Changes in Net Assets

   

51-53

   

Financial Highlights

   

58-59

   

Victory RS Select Growth Fund

 

Schedule of Portfolio Investments

   

32

   

Statements of Assets and Liabilities

   

47

   

Statements of Operations

   

49

   

Statements of Changes in Net Assets

   

51-53

   

Financial Highlights

   

60-61

   

Victory RS Mid Cap Growth Fund

 

Schedule of Portfolio Investments

   

35

   

Statements of Assets and Liabilities

   

47

   

Statements of Operations

   

49

   

Statements of Changes in Net Assets

   

51-53

   

Financial Highlights

   

62-63

   

Victory RS Growth Fund

 

Schedule of Portfolio Investments

   

38

   

Statements of Assets and Liabilities

   

48

   

Statements of Operations

   

50

   

Statements of Changes in Net Assets

   

54-56

   

Financial Highlights

   

64-65

   

Victory RS Science and Technology Fund

 

Schedule of Portfolio Investments

   

40

   

Statements of Assets and Liabilities

   

48

   

Statements of Operations

   

50

   

Statements of Changes in Net Assets

   

54-56

   

Financial Highlights

   

66-67

   

Victory RS Small Cap Equity Fund

 

Schedule of Portfolio Investments

   

44

   

Statements of Assets and Liabilities

   

48

   

Statements of Operations

   

50

   

Statements of Changes in Net Assets

   

54-56

   

Financial Highlights

   

68-69

   

Notes to Financial Statements

   

70

   
Report of Independent Registered Public
Accounting Firm
   

81

   

Supplemental Information (unaudited)

   

82

   

Trustee and Officer Information

    82    

Proxy Voting and Portfolio Holdings Information

    85    

Expense Examples

    85    

Additional Federal Income Tax Information

    87    

Advisory Contract Approval

    88    


1



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


2



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

As we turn the page into a new decade, it's hard not to reflect on the fact that we have been enjoying the longest-ever bull market in U.S. equities. The run has been impressive, and despite periods of tumult and plenty of negative news, the bull market endured throughout 2019.

For the annual reporting period ended December 31, 2019, the S&P 500® Index posted impressive gains of 31.49%. This represents the greatest one-year gain since 2013 and also illustrates a swift bounce-back 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.

Perhaps we shouldn't be surprised at the impressive performance of equities. The U.S. economy — the world's largest — remains on solid footing and has been a key driver of both domestic and international stocks. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted, and the Federal Reserve (the Fed) and other major global central banks have taken an accommodative stance. In fact, the Fed has cut interest rates by a total of 0.75% over three meetings last July, September and October.

The risk-on attitudes of investors, coupled with the accommodative monetary policy, had an expected impact on U.S. Treasury yields. The 10-year Treasury yield declined significantly over the course of 2019, falling from 2.66% to 1.92% at year-end. More interesting, however, was the fact that, the yield on 10-year Treasurys fell below shorter-term yields for the first time since before the 2007-2008 Global Financial Crisis. This inverted yield curve spooked investors for a spell, only to revert back to a traditional upward sloping yield curve by the end of the year.

The robust domestic economy, low interest rates, and ample liquidity from central banks provided a potent tonic for the stock market in 2019. In fact, at year-end 2019, the S&P 500® Index was approaching its highest valuation level since 1999. This reminds all of us to retain some historical context on the bull market. Many of us remember the Global Financial Crisis and, before that, the collapse of the dot-com bubble. Although those are now but a distant memory (and we are not forecasting such tumult), we should not forget that stocks don't always go up and cycles don't last forever. In other words, valuations still matter.

The key point is not to discount the risks. In addition to lofty valuations, investors need to keep apprised of trade disputes, geopolitical hotspots, a contentious U.S. election, and a host of other potential headwinds. Yet it is these very risks — these cross-currents — that may 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


3



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


4



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Growth Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Small Cap Growth Fund (the "Fund") seeks to provide long-term capital appreciation. The Fund returned 37.91% (Class A Shares at net asset value) for the year ended December 31, 2019, outperforming its benchmark, the Russell 2000® Growth Index (the "Index"), which returned 28.48%.

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

Within the Technology sector, contributors to the Fund's performance included RingCentral, Inc. (RingCentral), a provider of software-as-a-service solutions for businesses to support modern communications. We initially purchased the stock in early 2014 given the thesis that RingCentral operates in a huge, approximately $50 billion global market (with approximately $15 billion in the United States alone) that was only 10% penetrated by cloud offerings. The company has executed very well due to their industry-leading technology driven by a large research and development budget which, combined with aggressive marketing, has allowed the company to take market share. In the most recent quarter, RingCentral announced a commercial agreement with Avaya Holdings Corp. (Avaya), a global leader in communications, where RingCentral would become the exclusive provider of unified communications as a service (UCaaS) solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers for a new RingCentral product on


5



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Growth Fund (continued)

Avaya's Cloud Office. We expect this deal to accelerate RingCentral's global expansion, as well as to become an important channel for RingCentral for years to come.

Technology holding Coupa Software Incorporated (Coupa) was another strong contributor to the Fund's performance in 2019. Coupa is a cloud-based platform that allows organizations to automate purchase, invoice, and expense management. We originally purchased the stock given the tailwinds associated with the shift by corporations toward solutions that can be easily scaled, the company's intuitive consumer-friendly interface that leads to greater adoption, and pricing that allows for better targeting. Coupa performed exceptionally well in 2019, driven by the company's ability to move up market, which has driven improved unit economics and strong demand for the company's Coupa pay modules that allow customers to directly pay invoices. Given the success of the holding, we did sell the position from the Fund for market cap reasons.

Stock selection within the Financial Services sector also added to the Fund's performance, due in large part to an investment in eHealth, Inc. (eHealth), a private health insurance exchange for individuals, families, and small businesses. We originally purchased eHealth given its leadership in a growing marketplace that we felt was protected by high barriers given the rigorous approval process required in the healthcare insurance marketplace. eHealth performed exceptionally well throughout the year, easily beating expectations for agent count and sponsor commission revenue, which helped drive market expectations higher.

Within the Health Care sector, the largest detractor to Fund performance was biotechnology holding Ligand Pharmaceuticals Incorporated (Ligand), a biotechnology company with a unique business approach that provides diversified exposure to a range of promising drugs under development by other biotech and pharmaceutical companies. Ligand was dragged lower in part by a bearish report by short-seller Citron, Inc. (published in January) that made the case that Ligand's pipeline of drugs was not as robust as investors thought. We reviewed their analysis and came away unimpressed. In fact, less than two months after the report that put a $35 price target on the company, Ligand sold their Promacta assets (one of their many drugs) to Royalty Pharma for $827 million, which provided cash of $40 per share (higher than the short seller price target alone). Following this news of the asset sale (which Ligand outlined would be used to acquire new assets and repurchase shares), we were surprised that the stock did not respond positively, but we believe in the fundamentals of the company and business model; thus, we continue to hold the position at a more attractive valuation.

Financial Services holding Green Dot Corporation (Green Dot) also detracted from Fund performance in 2019. Green Dot is a bank and financial technology company that provides prepaid cards, debit cards, checking accounts, and consumer cash processing services. We initially purchased the stock given the strong leadership team, market leadership position within several channels, strong cash flows, and merger and acquisition opportunities. In the most recent calendar year, the company was weighed down by poor execution and the unexpected announcement during the first quarter that technology and marketing investment would be much higher than anticipated. We were fortunate to use that as an opportunity to exit the position, as the company continued to disappoint the remainder of the year, falling another 35% following their second quarter results.


6



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Growth Fund (continued)

Technology holding Mercury Systems, Inc. (Mercury) also proved to be disappointing in 2019. Mercury is a leading provider of secure and mission-critical processing subsystems across several defense platforms for the U.S. Department of Defense and prime contractors. We initially purchased the stock given the strong commercial model the company applies to the defense electronic industry, wherein they fund research and development themselves rather than being funded directly by the government, which leads to higher margins for finished goods. Despite solid execution in recent quarters, the stock has been weighed down by their heavy investment in manufacturing, as capital expenditure was expected to be up 90% year-over-year to modernize their West Coast facilities, pushing expected earnings below Street forecasts. We believe the decision to invest in their business makes sense; thus, we continued to hold the position.

Outlook

We view the outsized outperformance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals, to initiate new investments at attractive prices, and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. small-cap growth stocks.


7



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Growth Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

     

INCEPTION DATE

 

11/30/87

 

9/6/07

 

1/22/07

 

7/12/17

 

5/1/07

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Russell 2000®
Growth
Index1
 

One Year

   

37.91

%

   

29.98

%

   

36.88

%

   

35.88

%

   

37.28

%

   

38.38

%

   

38.29

%

   

28.48

%

 

Three Year

   

19.77

%

   

17.43

%

   

18.87

%

   

18.87

%

   

19.22

%

   

N/A

     

20.10

%

   

12.49

%

 

Five Year

   

11.65

%

   

10.33

%

   

10.81

%

   

10.81

%

   

11.20

%

   

N/A

     

11.95

%

   

9.34

%

 

Ten Year

   

15.02

%

   

14.34

%

   

14.00

%

   

14.00

%

   

14.48

%

   

N/A

     

15.36

%

   

13.01

%

 

Since Inception

   

13.46

%

   

13.25

%

   

9.02

%

   

9.02

%

   

10.09

%

   

16.82

%

   

10.77

%

   

N/A

   

Expense Ratios

 

Gross

  1.45%   2.26%   1.87%   1.10%   1.15%      
With Applicable
Waivers
  1.40%   2.16%   1.86%   1.06%   1.13%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Small Cap Growth Fund — Growth of $10,000

1The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


8



Victory RS Growth Funds (Unaudited)

Victory RS Select Growth Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Select Growth Fund (the "Fund") seeks to provide long-term capital appreciation. The Fund returned 32.29% (Class A Shares at net asset value) for the year ended December 31, 2019, slightly underperforming its benchmark, the Russell 2500® Growth Index (the "Index"), which returned 32.65%.

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

Within the Technology sector, contributors included RingCentral, Inc. (RingCentral), a provider of software-as-a-service solutions for businesses to support modern communications. We initially purchased the stock in early 2014 given the thesis that RingCentral operates in a huge, approximately $50 billion global market (with approximately $15 billion in the United States alone) that was only 10% penetrated by cloud offerings. The company has executed very well due to their industry-leading technology driven by a large research and development budget which, combined with aggressive marketing, has allowed the company to take market share. In the most recent quarter, RingCentral announced a commercial agreement with Avaya Holdings Corp. (Avaya), a global leader in communications, where RingCentral would become the exclusive provider of unified communications as a service (UCaaS) solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers for a new RingCentral product on Avaya's


9



Victory RS Growth Funds (Unaudited)

Victory RS Select Growth Fund (continued)

Cloud Office. We expect this deal to accelerate RingCentral's global expansion, as well as to become an important channel for RingCentral for years to come.

Stock selection within the Financial Services sector also added to the Fund's performance, due in large part to an investment in Euronet Worldwide, Inc. (Euronet), a payment and transaction processing company that provides distribution solutions to financial institutions, retailers, service providers, and individual consumers worldwide. Euronet owns and operates the largest ATM network in Europe and has a large presence in Asia, operating almost 20,000 ATMs in total. The stock performed well in 2019, driven by a 29% increase in operating income as the company continued to execute.

Within the Financial Services sector, another driver of relative Fund performance was Consumer Finance and Credit Services holding, Fair Isaac Corporation, which develops analytic, software, and data management products and services that enable businesses to automate, enhance, and connect decisions. The stock was initially purchased given the thesis that the company's highly defensive business model (composed of four core products that are industry standards in their respective markets) provided stability while the company had multiple opportunities to grow earnings given recent product development and merger and acquisition opportunities. The stock performed very well on earnings that outpaced expectations on the revenue side, as well as producing the largest earnings-per-share beat in years, powered by strong demand for the services.

Within the Health Care sector, the largest area of relative underperformance was within Pharmaceuticals & Biotechnology, driven in part by holding GW Pharmaceuticals PLC (GW Pharma). GW Pharma is a biopharmaceutical company focused on discovering, developing, and commercializing cannabinoid prescription medicines using botanical extracts derived from the cannabis plant. GW Pharma underperformed following a short report that questioned the efficacy and safety of their treatment of epilepsy and potential for softer sales when early adopters of the drug fade. We took a hard look at the underlying analysis in the report and came away unimpressed given the lack of supporting data, as well as the non-medical view that CBD poses a danger to users.

Within the Health Care sector, the largest detractor was biotechnology holding Ligand Pharmaceuticals Incorporated (Ligand), a biotechnology company with a unique business approach that provides diversified exposure to a range of promising drugs under development by other biotech and pharmaceutical companies. Ligand was dragged lower in part by a bearish report by short-seller Citron, Inc. (published in January) that made the case that Ligand's pipeline of drugs was not as robust as investors thought. We reviewed their analysis and came away unimpressed. In fact, less than two months after the report that put a $35 price target on the company, Ligand sold their Promacta assets (one of their many drugs) to Royalty Pharma for $827 million, which provided cash of $40 per share (higher than the short seller price target alone) and which will push cash on their balance sheet to $60 per share. Following this news of the asset sale, which Ligand outlined would be used to acquire new assets and repurchase shares, we were surprised that the stock did not respond positively given this price was higher than the value the Street had put to the drug. Given we continue to believe in the fundamentals of the company and business model, we continue to hold the position at a more attractive valuation.

Financial Services holding Green Dot Corporation (Green Dot) also detracted from Fund performance in 2019. Green Dot is a bank and financial technology company that provides


10



Victory RS Growth Funds (Unaudited)

Victory RS Select Growth Fund (continued)

prepaid cards, debit cards, checking accounts, and consumer cash processing services. We initially purchased the stock given the strong leadership team, market leadership position within a number of channels, strong cash flows, and merger and acquisition opportunities. In the most recent calendar year, the company was weighed down by poor execution and the unexpected announcement during the first quarter that technology and marketing investment would be much higher than anticipated. We were fortunate to use that as a signal to exit the position, as the company continued to disappoint the remainder of the year, falling another 35% following the announcement of their second quarter results.

Technology holding Mercury Systems, Inc. (Mercury) also proved to be disappointing in 2019. Mercury is a leading provider of secure and mission-critical processing subsystems across several defense platforms for the U.S. Department of Defense and prime contractors. We initially purchased the stock given the strong commercial model the company applies to the defense electronic industry, wherein they fund research and development themselves rather than being funded directly by the government, which leads to higher margins for finished goods. Despite solid execution in recent quarters, the stock has been weighed down by their heavy investment in manufacturing, as capital expenditure was expected to be up 90% year-over-year to modernize their West Coast facilities, pushing expected earnings below Street forecasts. We believe the decision to invest in their business makes sense; thus, we continued to hold the position.

Outlook

We view the outsized outperformance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals and to initiate new investments at attractive prices and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. smaller-cap growth stocks.


11



Victory RS Growth Funds (Unaudited)

Victory RS Select Growth Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

         

INCEPTION DATE

 

8/1/96

 

11/15/07

 

2/12/07

 

11/15/16

 

5/1/09

         
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Russell
2500®
Growth
Index1
  Russell
2000®
Growth
Index2
 

One Year

   

32.29

%

   

24.67

%

   

31.28

%

   

30.28

%

   

31.63

%

   

32.76

%

   

32.66

%

   

32.65

%

   

28.48

%

 

Three Year

   

12.85

%

   

10.64

%

   

11.96

%

   

11.96

%

   

12.28

%

   

13.23

%

   

13.14

%

   

15.17

%

   

12.49

%

 

Five Year

   

8.87

%

   

7.59

%

   

8.02

%

   

8.02

%

   

8.34

%

   

N/A

     

9.16

%

   

10.84

%

   

9.34

%

 

Ten Year

   

13.35

%

   

12.68

%

   

12.41

%

   

12.41

%

   

12.69

%

   

N/A

     

13.68

%

   

14.01

%

   

13.01

%

 

Since Inception

   

11.06

%

   

10.78

%

   

7.94

%

   

7.94

%

   

8.51

%

   

13.42

%

   

15.55

%

   

N/A

     

N/A

   

Expense Ratios

 

Gross

  1.50%   2.25%   3.60%   6.33%   1.21%          
With Applicable
Waivers
  1.40%   2.18%   1.91%   1.06%   1.14%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Select Growth Fund — Growth of $10,000

1The Russell 2500TM Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2500TM Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2500TM Index measures the performance of the 2,500 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an index.

2The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


12



Victory RS Growth Funds (Unaudited)

Victory RS Mid Cap Growth Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Mid Cap Growth Fund (the "Fund") seeks to provide long-term capital appreciation. The Fund returned 28.06% (Class A Shares at net asset value) for the year ended December 31, 2019, underperforming its benchmark, the Russell Midcap® Growth Index (the "Index"), which returned 35.47%.

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

Stock selection within the Financial Services sector added to Fund performance, due in large part to an investment in Euronet Worldwide, Inc. (Euronet), a payment and transaction processing company that provides distribution solutions to financial institutions, retailers, service providers, and individual consumers worldwide. Euronet owns and operates the largest ATM network in Europe and has a large presence in Asia, operating almost 20,000 ATMs in total. The stock performed well in 2019, driven by a 29% increase in operating income as the company continued to execute.

Within the Financial Services sector, another driver of the Fund's relative performance was Consumer Finance and Credit Services holding, Fair Isaac Corporation, which develops analytic, software, and data management products and services that enable businesses to automate, enhance, and connect decisions. The stock was initially purchased given the thesis that the company's highly defensive business model (composed of four core products that


13



Victory RS Growth Funds (Unaudited)

Victory RS Mid Cap Growth Fund (continued)

are industry standards in their respective markets) provided stability while the company had multiple opportunities to grow earnings given recent product development and merger and acquisition opportunities. The stock performed very well on earnings that outpaced expectations on the revenue side, as well as producing the largest earnings-per-share beat in years, powered by strong demand for the services.

While the Technology sector was a drag on Fund performance, RingCentral, Inc. (RingCentral) helped offset a portion of the performance. RingCentral is a provider of software-as-a-service solutions for businesses to support modern communications. We initially purchased the stock in early 2014 given the thesis that RingCentral operates in a huge, approximately $50 billion global market (with approximately $15 billion in the United States alone) that was only 10% penetrated by cloud offerings. The company has executed very well due to their industry-leading technology, driven by a large research and development budget which, combined with aggressive marketing, has allowed the company to take market share. In the most recent quarter, RingCentral announced a commercial agreement with Avaya Holdings Corp. (Avaya), a global leader in communications, where RingCentral would become the exclusive provider of unified communications as a service (UCaaS) solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers for a new RingCentral product on Avaya's Cloud Office. We expect this deal to accelerate RingCentral's global expansion, as well as to become an important channel for RingCentral for years to come.

Within the Health Care sector, the largest area of relative underperformance to the Fund was within Pharmaceuticals & Biotechnology, driven in part by holding Sage Therapeutics, Inc. (Sage). Sage is a clinical-stage biopharmaceutical company that develops and commercializes novel medicines to treat central nervous system disorders. Sage sold off sharply in the fourth quarter following disappointing results of the company's trial for their SAGE-217 drug. The trial did show underlying data that points to the likelihood that the drug works, but appears to have been a trial that was poorly run. Specific details supporting that view were that the SAGE-217 drug worked with statistical significance through 12 days (which was shorter than the 15 days being tested) and through the whole 15-day trial when participants showing no trace of taking the drug (yet were supposed to have taken the drug) were eliminated. As a result, we think the decline in the stock was too severe for what we view as a setback, rather than the failure, for the drug.

Within the Health Care sector, another driver of relative underperformance to the Fund was within Pharmaceuticals & Biotechnology holding GW Pharmaceuticals PLC (GW Pharma). GW Pharma is a biopharmaceutical company focused on discovering, developing, and commercializing cannabinoid prescription medicines using botanical extracts derived from the cannabis plant. GW Pharma underperformed following a short report that questioned the efficacy and safety of their treatment for epilepsy and the potential for softer sales when early adopters of the drug fade. We took a hard look at the underlying analysis in the report and came away unimpressed given the lack of supporting data, as well as the non-medical view that CBD poses a danger to users. As a result, we continue to hold the position.

Within the Technology sector, a material driver of relative Fund underperformance was Information Technology holding Twilio Inc. (Twilio). Twilio provides a cloud communications platform that enables developers to build, scale, and operate communications within software applications. We purchased Twilio given the company's leadership position in an area that is


14



Victory RS Growth Funds (Unaudited)

Victory RS Mid Cap Growth Fund (continued)

poised to benefit materially from the generational shift in customer communication given the company's next-generation products that are poised to disrupt existing players such as Cisco Systems, Inc. The stock became challenged in the third quarter as its chief financial officer noted that net expansion rates were bound to decline given the law of large numbers, which was followed by a lower than expected guide in the fourth quarter hampered by a $5 million credit that was issued to a handful of customers that were incorrectly billed in the past. This credit caused revenues to miss expectations and created the view that sales had decelerated more than to miss expectations and created the view that sales had decelerated more than expected, which could be a problem given that the valuation for the stock is at a high premium. Our view is that earnings will come in materially higher than the conservative guide; thus, we continue to hold the position.

Outlook

We view the outsized outperformance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals, to initiate new investments at attractive prices, and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. mid-cap growth stocks.


15



Victory RS Growth Funds (Unaudited)

Victory RS Mid Cap Growth Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

     

INCEPTION DATE

 

7/12/95

 

5/21/07

 

12/4/06

 

11/15/16

 

5/1/07

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Russell
Midcap®
Growth Index1
 

One Year

   

28.06

%

   

20.68

%

   

26.90

%

   

25.90

%

   

27.36

%

   

28.40

%

   

28.36

%

   

35.47

%

 

Three Year

   

12.76

%

   

10.56

%

   

11.74

%

   

11.74

%

   

12.10

%

   

13.06

%

   

13.04

%

   

17.36

%

 

Five Year

   

8.70

%

   

7.42

%

   

7.72

%

   

7.72

%

   

8.09

%

   

N/A

     

8.98

%

   

11.60

%

 

Ten Year

   

13.01

%

   

12.34

%

   

11.97

%

   

11.97

%

   

12.39

%

   

N/A

     

13.29

%

   

14.24

%

 

Since Inception

   

9.56

%

   

9.29

%

   

5.88

%

   

5.88

%

   

6.82

%

   

13.50

%

   

7.53

%

   

N/A

   

Expense Ratios

 

Gross

  1.34%   2.12%   2.68%   1.32%   1.05%      
With Applicable
Waivers
  1.20%   2.11%   1.80%   0.94%   0.95%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Mid Cap Growth Fund — Growth of $10,000

1The Russell Midcap® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


16



Victory RS Growth Funds (Unaudited)

Victory RS Growth Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Growth Fund (the "Fund") seeks to provide long-term capital growth. For the year ended December 31, 2019, the Russell 1000® Growth Index (the "Index") rose 36.39% while the Fund was outperformed by the benchmark Index, returning 29.83% (Class A Shares at net asset value).

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

Within the Technology sector, a material driver of the Fund's relative underperformance was Information Technology holding Twilio Inc. (Twilio). Twilio provides a cloud communications platform that enables developers to build, scale, and operate communications within software applications. We purchased Twilio given the company's leadership position in an area that is poised to benefit materially from the generational shift in customer communication given the company's next-generation products that are poised to disrupt existing players such as Cisco. The stock became challenged in the third quarter as its chief financial officer noted that net expansion rates were bound to decline given the law of large numbers, which was followed by a lower-than-expected guide in the fourth quarter hampered by a $5 million credit that was issued to a handful of customers that were incorrectly billed in the past. This credit caused revenues to miss expectations and created the view that sales had decelerated more than expected, which could be a problem


17



Victory RS Growth Funds (Unaudited)

Victory RS Growth Fund (continued)

given that the valuation for the stock is at a high premium. Our view is that earnings will come in materially higher than the conservative guide; thus, we continue to hold the position.

Within the Health Care sector, the largest area of the Fund's relative underperformance was within Pharmaceuticals & Biotechnology, driven in part by holding Sage Therapeutics, Inc. (Sage). Sage is a clinical-stage biopharmaceutical company that develops and commercializes novel medicines to treat central nervous system disorders. Sage sold off sharply in the fourth quarter following disappointing results of the company's trial for their SAGE-217 drug. The trial did show underlying data that points to the likelihood that the drug works, but appears to have been a trial that was poorly run. Specific details supporting that view were that the SAGE-217 drug worked with statistical significance through 12 days (which was shorter than the 15 days being tested) and through the whole 15-day trial when participants showing no trace of taking the drug (yet were supposed to have taken the drug) were eliminated. As a result, we think the decline in the stock was too severe for what we view as a setback, rather than the failure, for the drug.

Another Health Care detractor was holding bluebird bio, Inc. ("bluebird"), which is a biotechnology company that uses an HIV-1 virus, Lentivirus, as a means to modify genes and correct a patient's abnormal stem cells. Early in 2019, bluebird shared strong results in a number of trials, including their phase 1 therapy study of the treatment of late-stage relapsed multiple myeloma, which provided us with confidence that the company may only be at the early stage of their potential. Unfortunately, bluebird performance underwhelmed throughout the year, in part driven by investor uncertainty as the company was unable to share further results of trials the company has launched in partnership with Celgene, and by a company-induced messaging misstep during a sell-side trip. As the company approached year-end, the stock did rebound on news of successful trials related to different programs, though the stock's reaction has been muted relative to initial expectations given the perceived competition of other drugs. Despite the more-challenging-than-expected year, we remain confident in the company's future.

The Consumer Discretionary sector was the largest driver of positive performance within the Fund, led by the strong performance of Leisure holding Chipotle Mexican Grill, Inc. (Chipotle). Chipotle is an operator of Chipotle Mexican Grill restaurants in the United States and abroad. Chipotle rallied sharply on strong results that exceeded the high expectations the company had coming into the year due to stronger-than-expected comparison sales, wider margins, and earnings that beat expectations, which provided investors with the confirmation that the company would once again be a growth story while expanding margins. We continued to hold the position given the view that earnings will continue to grow through 2020, providing incremental upside.

Another positive contributor to the Fund's performance was in the Consumer Discretionary sector in holding Ferrari NV (Ferrari), a leading global luxury brand focused on the design, engineering, production, and sale of luxury performance cars. Ferrari initially was purchased given their leading brand based on low-volume production that drives the reputation of exclusivity and scarcity, which has resulted in the company creating a long visible waitlist, allowing for optimized production and high margins despite the low volume. We also viewed emerging markets as underpenetrated, given rising levels of affluence. The company performed very well throughout 2019, driven by outsized earnings results from strong top-line sales growth, wider margins, and higher earnings. Ferrari has several new models


18



Victory RS Growth Funds (Unaudited)

Victory RS Growth Fund (continued)

in the pipeline that we believe will drive further margin expansion; thus, we continue to believe in the company's future.

Within the Materials & Processing sector, the largest driver of Fund positive performance was Building Materials-holding Ingersoll-Rand PLC (Ingersoll-Rand), which designs, manufactures, sells, and services industrial and commercial products. We purchased the stock given the company's leading HVAC position, a market that we find attractive given favorable demographics, the trend toward urbanization, and concentration among large players. Ingersoll-Rand performed well in the year following the announcement it would merge its industrial business with a competitor in a tax-free transaction, leaving the HVAC business, which was valued at a large discount to peers. We continue to find the outlook for the company at attractive valuations favorable; thus, we continue to hold the position.

Outlook

We view the outsized positive performance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals, to initiate new investments at attractive prices, and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. small-cap growth stocks.


19



Victory RS Growth Funds (Unaudited)

Victory RS Growth Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

5/12/92

 

6/30/07

 

11/27/06

 

5/1/07

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Russell 1000®
Growth
Index1
 

One Year

   

29.83

%

   

22.37

%

   

28.74

%

   

27.74

%

   

29.08

%

   

30.18

%

   

36.39

%

 

Three Year

   

16.82

%

   

14.54

%

   

15.82

%

   

15.82

%

   

16.09

%

   

17.11

%

   

20.49

%

 

Five Year

   

11.03

%

   

9.73

%

   

10.11

%

   

10.11

%

   

10.36

%

   

11.32

%

   

14.63

%

 

Ten Year

   

13.11

%

   

12.44

%

   

12.04

%

   

12.04

%

   

12.43

%

   

13.40

%

   

15.22

%

 

Since Inception

   

10.19

%

   

9.96

%

   

7.01

%

   

7.01

%

   

7.84

%

   

8.63

%

   

N/A

   

Expense Ratios

 

Gross

  1.19%   2.20%   3.49%   0.97%      
With Applicable
Waivers
  1.10%   1.93%   1.71%   0.83%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Growth Fund — Growth of $10,000

1The Russell 1000® Growth Index is a market capitalization-weighted index, meaning that the largest companies constitute the largest percentages in the index and will affect performance more than the smallest index members. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


20



Victory RS Growth Funds (Unaudited)

Victory RS Science and Technology Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Science and Technology Fund (the "Fund") seeks to provide long-term capital growth. The Fund (Class A Shares at net asset value) returned 39.32% for the year ended December 31, 2019, underperforming the 42.68% return by the S&P North American Technology Sector Index (the "Index"), while outperforming the 31.49% return by the broader S&P 500® Index.

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

The Fund's multi-cap approach to science- and technology-driven stocks led to relative underperformance during the year, as smaller-cap holdings underperformed their larger-cap counterparts and health-care oriented companies underperformed more traditional technology oriented companies. This included biotechnology holding bluebird bio, Inc. (bluebird), which is a biotechnology company that uses an HIV-1 virus, Lentivirus, as a means to modify genes and correct a patient's abnormal stem cells. Early in 2019, bluebird shared strong results in a number of trials, including their phase 1 therapy study of the treatment of late-stage relapsed multiple myeloma, which provided us with confidence that the company may only be at the early stage of their potential. Unfortunately, bluebird's performance


21



Victory RS Growth Funds (Unaudited)

Victory RS Science and Technology Fund (continued)

underwhelmed throughout the year, in part driven by investor uncertainty as the company was unable to share further results of trials the company has launched in partnership with Celgene, and by a company-induced messaging misstep during a sell-side trip. As the company approached year-end, the stock did rebound on news of successful trials related to different programs, though the stock's reaction has been muted relative to initial expectations given the perceived competition of other drugs. Despite the more-challenging-than-expected year, we remain confident in the company's future.

Within the Health Care sector, another driver of the Fund's relative underperformance within Pharmaceuticals & Biotechnology was holding GW Pharmaceuticals PLC (GW Pharma). GW Pharma is a biopharmaceutical company focused on discovering, developing, and commercializing cannabinoid prescription medicines using botanical extracts derived from the cannabis plant. GW Pharma underperformed following a short report that questioned the efficacy and safety of their treatment for epilepsy and the potential for softer sales when early adopters of the drug fade. We took a hard look at the underlying analysis in the report and came away unimpressed given the lack of supporting data, as well as the non-medical view that CBD poses a danger to users. As a result, we continue to hold the position.

Within the Technology sector, a material driver of relative underperformance was Information Technology holding Twilio Inc. (Twilio), which provides a cloud communications platform that enables developers to build, scale, and operate communications within software applications. We purchased Twilio given the company's leadership position in an area that is poised to benefit materially from the generational shift in customer communication given the company's next-generation products that are poised to disrupt existing players such as Cisco Systems, Inc. The stock became challenged in the third quarter as its chief financial officer noted that net expansion rates were bound to decline given the law of large numbers, which was followed by a lower-than-expected guide in the fourth quarter hampered by a $5 million credit that was issued to a handful of customers that were incorrectly billed in the past. This credit offset caused revenues to miss expectations and created the view that sales had decelerated more than expected, which could be a problem given that the valuation for the stock is at a high premium. Our view is that earnings will come in materially higher than the conservative guide; thus, we continue to hold the position.

Within the Technology sector, the top contributor to the Fund's performance was RingCentral, Inc. (RingCentral), a provider of software-as-a-service solutions for businesses to support modern communications. We initially purchased the stock in early 2014 given the thesis that RingCentral operates in a huge, approximately $50 billion global market (with approximately $15 billion in the United States alone) that was only 10% penetrated by cloud offerings. The company has executed very well due to their industry-leading technology, driven by a large research and development budget which, combined with aggressive marketing, has allowed the company to take market share. In the most recent quarter, RingCentral announced a commercial agreement with Avaya Holdings Corp. (Avaya), a global leader in communications, where RingCentral would become the exclusive provider of unified communications as a service (UCaaS) solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers for a new RingCentral product on Avaya's Cloud Office. We expect this deal to accelerate RingCentral's global expansion, as well as to become an important channel for RingCentral for years to come.


22



Victory RS Growth Funds (Unaudited)

Victory RS Science and Technology Fund (continued)

Technology holding Coupa Software Incorporated (Coupa) was another strong contributor to the Fund's performance in 2019. Coupa is a cloud-based platform that allows organizations to automate purchase, invoice, and expense management. We originally purchased the stock given the tailwinds associated with the shift by corporations toward solutions that can be easily scaled, the company's intuitive consumer-friendly interface that leads to greater adoption, and pricing that allows for better targeting. Coupa performed exceptionally well in 2019, driven by the company's ability to move up market, which has driven improved unit economics and strong demand for the company's Coupa pay modules that allow customers to directly pay invoices. Given organic growth of approximately 40% in the most recent quarter, we believe the company is only at the early stage of taking market share.

Within Health Care, a top performer within the Pharmaceuticals & Biotechnology industry was our holding in Audentes Therapeutics, Inc. (Audentes). The stock rallied sharply near year-end when Astellas Pharma Inc. and Audentes announced that they entered into a definitive agreement for Astellas to acquire Audentes at a price of $60 per share in cash, which represents a total equity value of approximately $3 billion — more than a 100% premium to its closing price. We owned Audentes given the company's strong progress and consistent management execution on their AT132 gene therapy treatment for X-linked myotubular myopathy (XLMTM), a serious, life-threatening, rare neuromuscular disease that is characterized by extreme muscle weakness, respiratory failure, and early death. A biologics license application (BLA) filing for AT132 in the United States is expected in mid-2020 following dosing of four additional patients in a pivotal expansion cohort.

Outlook

We view the outsized outperformance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals and to initiate new investments at attractive prices and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. Science and Technology stocks.


23



Victory RS Growth Funds (Unaudited)

Victory RS Science and Technology Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

         

INCEPTION DATE

 

11/15/95

 

5/2/07

 

1/19/07

 

5/1/07

         
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  S&P North
American
Technology
Sector Index1
  S&P 500®
Index2
 

One Year

   

39.32

%

   

31.30

%

   

38.27

%

   

37.27

%

   

38.73

%

   

39.66

%

   

42.68

%

   

31.49

%

 

Three Year

   

26.03

%

   

23.56

%

   

25.05

%

   

25.05

%

   

25.45

%

   

26.33

%

   

26.46

%

   

15.27

%

 

Five Year

   

19.26

%

   

17.85

%

   

18.32

%

   

18.32

%

   

18.73

%

   

19.53

%

   

20.34

%

   

11.70

%

 

Ten Year

   

16.99

%

   

16.30

%

   

16.05

%

   

16.05

%

   

16.41

%

   

17.30

%

   

17.55

%

   

13.56

%

 

Since Inception

   

11.35

%

   

11.08

%

   

12.10

%

   

12.10

%

   

12.87

%

   

13.46

%

   

N/A

     

N/A

   

Expense Ratios

 

Gross

  1.47%   2.31%   2.75%   1.25%          
With Applicable
Waivers
  1.47%   2.28%   1.93%   1.24%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Science and Technology Fund — Growth of $10,000

1The S&P North American Technology Sector Index is a modified capitalization-weighted index based on a universe of technology-related stocks. Since inception return for the S&P North American Technology Sector Index reflects, for periods after August 29, 1996, the reinvestment of dividends paid on the securities constituting the index; for periods through August 29, 1996, index return does not reflect the reinvestment of dividends. 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 and is not representative of the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


24



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Equity Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update

The Victory RS Small Cap Equity Fund (the "Fund") seeks to provide long-term capital appreciation. The Fund returned 38.49% (Class A Shares at net asset value) in 2019, outperforming its benchmark, the Russell 2000® Growth Index (the "Index"), which returned 28.48%.

Market Overview

U.S. equity markets delivered solid performance across styles throughout 2019, as the S&P 500® Index delivered its 10th year of positive returns in the last 11 years. U.S. stocks rebounded from a challenging 2018, driven by resilience in the U.S. economy and renewed risk-taking among investors and supported by a strong job market and more accommodative monetary policy.

The year began on a positive note, with strong performance in the first half of the year before volatility emerged in the third quarter, dampening the strong investor sentiment and causing some investors to wonder whether 2018's challenging second half of the year would repeat. The market rebounded sharply in the fourth quarter (despite a challenging environment for corporate earnings, given higher input costs) on improved prospects for global growth in 2020. Top-line sales growth continued to be supported by the strength of the U.S. economy, which helped fuel the best annual performance for U.S. stocks (as represented by the Russell 3000® Index) since 2013.

Large-cap stocks outperformed mid- and small-cap stocks during the year, as measured by the Russell family of indices, a continued trend experienced in both 2017 and 2018, while growth-oriented investments outperformed value as investors favored the strong fundamentals of growth stocks. Growth stocks, as measured by the Russell 3000® Growth Index, have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.

Portfolio Review

Within the Technology sector, contributors to the Fund's performance included RingCentral, Inc. (RingCentral), a provider of software-as-a-service solutions for businesses to support modern communications. We initially purchased the stock in early 2014 given the thesis that RingCentral operates in a huge, approximately $50 billion global market (with approximately $15 billion in the United States alone) that was only 10% penetrated by cloud offerings. The company has executed very well due to their industry-leading technology driven by a large research and development budget which, combined with aggressive marketing, has allowed the company to take market share. In the most recent quarter, RingCentral announced a commercial agreement with Avaya Holdings Corp. (Avaya), a global leader in communications, where RingCentral would become the exclusive provider of unified communications as a service (UCaaS) solutions to Avaya in a strategic partnership that would provide RingCentral


25



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Equity Fund (continued)

access to Avaya's installed base of 100 million customers for a new RingCentral product on Avaya's Cloud Office. We expect this deal to accelerate RingCentral's global expansion, as well as to become an important channel for RingCentral for years to come.

Technology holding Coupa Software Incorporated (Coupa) was another strong contributor to the Fund's performance in 2019. Coupa is a cloud-based platform that allows organizations to automate purchase, invoice, and expense management. We originally purchased the stock given the tailwinds associated with the shift by corporations toward solutions that can be easily scaled, the company's intuitive consumer-friendly interface that leads to greater adoption, and pricing that allows for better targeting. Coupa performed exceptionally well in 2019, driven by the company's ability to move up market, which has driven improved unit economics and strong demand for the company's Coupa pay modules that allow customers to directly pay invoices. Given the success of the holding, we did sell the position from the Fund for market cap reasons.

Stock selection within the Financial Services sector also added to the Fund's performance, due in large part to an investment in eHealth, Inc. (eHealth), a private health insurance exchange for individuals, families, and small businesses. We originally purchased eHealth given its leadership in a growing marketplace that we felt was protected by high barriers given the rigorous approval process required in the healthcare insurance marketplace. eHealth performed exceptionally well throughout the year, easily beating expectations for agent count and sponsor commission revenue, which helped drive market expectations higher.

Within the Health Care sector, the largest detractor to Fund performance was biotechnology holding Ligand Pharmaceuticals Incorporated (Ligand), a biotechnology company with a unique business approach that provides diversified exposure to a range of promising drugs under development by other biotech and pharmaceutical companies. Ligand was dragged lower in part by a bearish report by short-seller Citron, Inc. (published in January) that made the case that Ligand's pipeline of drugs was not as robust as investors thought. We reviewed their analysis and came away unimpressed. In fact, less than two months after the report that put a $35 price target on the company, Ligand sold their Promacta assets (one of their many drugs) to Royalty Pharma for $827 million, which provided cash of $40 per share (higher than the short seller price target alone). Following this news of the asset sale (which Ligand outlined would be used to acquire new assets and repurchase shares), we were surprised that the stock did not respond positively, but we believe in the fundamentals of the company and business model; thus, we continue to hold the position at a more attractive valuation.

Financial Services holding Green Dot Corporation (Green Dot) also detracted from Fund performance in 2019. Green Dot is a bank and financial technology company that provides prepaid cards, debit cards, checking accounts, and consumer cash processing services. We initially purchased the stock given the strong leadership team, market leadership position within several channels, strong cash flows, and merger and acquisition opportunities. In the most recent calendar year, the company was weighed down by poor execution and the unexpected announcement during the first quarter that technology and marketing investment would be much higher than anticipated. We were fortunate to use that as an opportunity to exit the position, as the company continued to disappoint the remainder of the year, falling another 35% following their second quarter results.


26



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Equity Fund (continued)

Technology holding Mercury Systems, Inc. (Mercury) also proved to be disappointing in 2019. Mercury is a leading provider of secure and mission-critical processing subsystems across several defense platforms for the U.S. Department of Defense and prime contractors. We initially purchased the stock given the strong commercial model the company applies to the defense electronic industry, wherein they fund research and development themselves rather than being funded directly by the government, which leads to higher margins for finished goods. Despite solid execution in recent quarters, the stock has been weighed down by their heavy investment in manufacturing, as capital expenditure was expected to be up 90% year-over-year to modernize their West Coast facilities, pushing expected earnings below Street forecasts. We believe the decision to invest in their business makes sense; thus, we continued to hold the position.

Outlook

We view the outsized outperformance of the market over the past year, which followed a tumultuous 2018 calendar year, as noise, preferring to focus on how our investments perform relative to the fundamental anchor points that track the progress of our long-term growth stories. Instead of fearing these periods, we prefer to use this heightened volatility to take gains in investments where we believe price action has exceeded fundamentals, to initiate new investments at attractive prices, and add to some of our favorite investments. We believe that this environment works to our strength as stock pickers as we work to uncover companies with high-quality growth stories at valuations that are attractive relative to the broader market.

Overall, we expect the market to benefit from an accommodative U.S. Federal Reserve that is once again in easing mode, and our continued base case is that there will be a constructive resolution to ongoing trade disputes. The relative strength in both the U.S. economy and labor market, the impact of lower projected inflation, and expectations of future monetary policy, have reinforced our view that earnings for growth stocks will remain attractive. It is our view that the U.S. equity market can continue to rise given strong U.S. growth, as reflected in gross domestic product increasing 2.1% year-over-year in the most recent quarter, the 12th consecutive quarterly period of greater than 2% year-over-year growth. All this supports our constructive outlook for U.S. small-cap growth stocks.


27



Victory RS Growth Funds (Unaudited)

Victory RS Small Cap Equity Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

     

INCEPTION DATE

 

5/1/97

 

8/7/00

 

5/15/01

 

5/1/07

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Russell 2000®
Growth
Index1
 

One Year

   

38.49

%

   

30.53

%

   

37.26

%

   

36.32

%

   

37.91

%

   

38.69

%

   

28.48

%

 

Three Year

   

20.40

%

   

18.04

%

   

19.32

%

   

19.32

%

   

19.79

%

   

20.59

%

   

12.49

%

 

Five Year

   

12.18

%

   

10.86

%

   

11.23

%

   

11.23

%

   

11.68

%

   

12.28

%

   

9.34

%

 

Ten Year

   

15.40

%

   

14.72

%

   

14.40

%

   

14.40

%

   

14.95

%

   

15.59

%

   

13.01

%

 

Since Inception

   

10.62

%

   

10.33

%

   

7.63

%

   

7.63

%

   

9.84

%

   

10.69

%

   

N/A

   

Expense Ratios

 

Gross

  1.22%   4.24%   1.88%   1.68%      
With Applicable
Waivers
  1.22%   2.10%   1.75%   1.10%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Small Cap Equity Fund — Growth of $10,000

1The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. You may not invest in the index, and, unlike the Fund, the index does not incur fees and expenses.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


28



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (98.2%)

 

Biotechnology (17.7%):

 

Aimmune Therapeutics, Inc. (a) (b)

   

977,930

   

$

32,731,317

   

Amicus Therapeutics, Inc. (a)

   

2,138,645

     

20,830,402

   

Apellis Pharmaceuticals, Inc. (a) (b)

   

929,520

     

28,461,902

   

Arena Pharmaceuticals, Inc. (a) (b)

   

375,850

     

17,071,107

   

Ascendis Pharma A/S (a)

   

212,790

     

29,603,345

   

bluebird bio, Inc. (a) (b)

   

384,389

     

33,730,135

   

Blueprint Medicines Corp. (a)

   

261,418

     

20,942,196

   

Celyad SA (a) (b) (c)

   

428,091

     

4,460,708

   

CytomX Therapeutics, Inc., Class A (a)

   

1,230,300

     

10,223,793

   

Epizyme, Inc. (a) (b)

   

1,316,010

     

32,373,846

   

Equillium, Inc. (a) (c)

   

802,820

     

2,713,532

   

Fate Therapeutics, Inc. (a) (b)

   

1,799,180

     

35,209,953

   

Gossamer Bio, Inc. (a) (b)

   

644,000

     

10,065,720

   

Immunomedics, Inc. (a) (b)

   

961,460

     

20,344,494

   

Invitae Corp. (a) (b)

   

1,218,710

     

19,657,792

   

Iovance Biotherapeutics, Inc. (a) (b)

   

1,150,135

     

31,835,737

   

Kura Oncology, Inc. (a)

   

954,580

     

13,125,475

   

Mirati Therapeutics, Inc. (a) (b)

   

203,750

     

26,255,225

   

Myovant Sciences Ltd. (a) (b)

   

1,171,960

     

18,188,819

   
     

407,825,498

   

Communication Services (2.4%):

 

Bandwidth, Inc., Class A (a) (b)

   

428,040

     

27,415,962

   

Cardlytics, Inc. (a) (b)

   

190,270

     

11,960,372

   

QuinStreet, Inc. (a) (b)

   

992,390

     

15,193,491

   
     

54,569,825

   

Consumer Discretionary (11.8%):

 

Aaron's, Inc.

   

266,820

     

15,238,090

   

Arco Platform Ltd., ADR, Class A (a)

   

715,980

     

31,646,316

   

Dine Brands Global, Inc. (b)

   

318,990

     

26,642,045

   

Eldorado Resorts, Inc. (a) (b)

   

571,470

     

34,082,471

   

Frontdoor, Inc. (a)

   

425,150

     

20,160,613

   

Monro, Inc (b)

   

361,400

     

28,261,480

   

Planet Fitness, Inc., Class A (a)

   

379,900

     

28,370,932

   

Regis Corp. (a) (b)

   

795,710

     

14,219,338

   

Skyline Champion Corp. (a)

   

381,690

     

12,099,573

   

Steven Madden Ltd.

   

381,487

     

16,407,756

   

Strategic Education, Inc.

   

271,170

     

43,088,913

   
     

270,217,527

   

Consumer Staples (4.9%):

 

BellRing Brands, Inc., Class A (a)

   

603,070

     

12,839,360

   

BJ's Wholesale Club Holdings, Inc. (a) (b)

   

972,370

     

22,111,694

   

Freshpet, Inc. (a)

   

282,960

     

16,720,106

   

Hostess Brands, Inc. (a)

   

2,062,740

     

29,992,240

   

Nomad Foods Ltd. (a)

   

1,289,620

     

28,848,799

   
     

110,512,199

   

See notes to financial statements.


29



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Energy (0.7%):

 

Newpark Resources, Inc. (a) (b)

   

2,629,580

   

$

16,487,467

   

Financials (6.3%):

 

eHealth, Inc. (a) (b)

   

220,100

     

21,147,208

   

Essent Group Ltd.

   

698,670

     

36,323,854

   

FirstCash, Inc., Class A

   

515,170

     

41,538,157

   

LendingTree, Inc. (a) (b)

   

80,110

     

24,308,578

   

Western Alliance Bancorp

   

353,450

     

20,146,650

   
     

143,464,447

   

Health Care Equipment & Supplies (4.7%):

 

Cryoport, Inc. (a) (b)

   

956,210

     

15,739,217

   

Irhythm Technologies, Inc. (a) (b)

   

295,520

     

20,121,957

   

Masimo Corp. (a) (b)

   

168,020

     

26,557,241

   

Nevro Corp. (a) (b)

   

236,810

     

27,834,647

   

Silk Road Medical, Inc. (a) (b)

   

430,680

     

17,390,858

   
     

107,643,920

   

Health Care Providers & Services (4.0%):

 

Hanger, Inc. (a)

   

889,850

     

24,568,759

   

HealthEquity, Inc. (a)

   

336,860

     

24,951,220

   

LHC Group, Inc. (a) (b)

   

302,740

     

41,705,462

   
     

91,225,441

   

Health Care Technology (2.0%):

 

Health Catalyst, Inc. (a) (b)

   

521,620

     

18,100,214

   

Inspire Medical System, Inc. (a) (b)

   

367,210

     

27,250,654

   
     

45,350,868

   

Industrials (16.4%):

 

Albany International Corp.

   

409,180

     

31,064,946

   

Armstrong World Industries, Inc. (b)

   

215,240

     

20,226,103

   

Axon Enterprise, Inc. (a) (b)

   

422,750

     

30,979,120

   

Azul SA, ADR (a)

   

910,660

     

38,976,248

   

ESCO Technologies, Inc.

   

361,510

     

33,439,675

   

FTI Consulting, Inc. (a)

   

195,490

     

21,632,923

   

Generac Holdings, Inc. (a)

   

313,250

     

31,509,818

   

Mercury Systems, Inc. (a) (b)

   

521,840

     

36,064,362

   

Simpson Manufacturing Co., Inc.

   

224,350

     

17,999,601

   

Siteone Landscape Supply, Inc. (a) (b)

   

486,420

     

44,093,973

   

SPX Corp. (a)

   

199,800

     

10,165,824

   

Trex Co., Inc. (a) (b)

   

264,300

     

23,755,283

   

Watts Water Technologies, Inc., Class A

   

369,930

     

36,904,216

   
     

376,812,092

   

Information Technology (24.8%):

 

ACI Worldwide, Inc. (a) (b)

   

1,268,880

     

48,071,519

   

Advanced Energy Industries, Inc. (a) (b)

   

588,740

     

41,918,288

   

Cabot Microelectronics Corp. (b)

   

237,610

     

34,291,875

   

Cornerstone OnDemand, Inc. (a) (b)

   

700,928

     

41,039,334

   

Envestnet, Inc. (a)

   

285,696

     

19,893,012

   

Everbridge, Inc. (a) (b)

   

458,000

     

35,760,640

   

See notes to financial statements.


30



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Evo Payments, Inc. (a)

   

1,262,850

   

$

33,351,869

   

Inphi Corp. (a)

   

97,410

     

7,210,288

   

Itron, Inc. (a)

   

432,090

     

36,273,955

   

Lattice Semiconductor Corp. (a) (b)

   

1,057,470

     

20,239,976

   

Littelfuse, Inc.

   

96,966

     

18,549,596

   

Liveramp Holdings, Inc. (a) (b)

   

485,200

     

23,323,564

   

MACOM Technology Solutions Holdings, Inc. (a) (b)

   

467,060

     

12,423,796

   

Monolithic Power Systems, Inc.

   

57,191

     

10,181,142

   

Q2 Holdings, Inc. (a) (b)

   

226,320

     

18,350,026

   

Silicon Laboratories, Inc. (a) (b)

   

321,310

     

37,265,534

   

Varonis Systems, Inc. (a) (b)

   

673,560

     

52,342,348

   

Wix.com Ltd., ADR (a)

   

350,670

     

42,914,995

   

WNS Holdings Ltd., ADR (a)

   

492,227

     

32,560,816

   
     

565,962,573

   

Materials (1.1%):

 

Ingevity Corp. (a)

   

276,990

     

24,203,386

   

Pharmaceuticals (1.4%):

 

Assembly Biosciences, Inc. (a)

   

464,270

     

9,498,964

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

218,537

     

22,850,229

   
     

32,349,193

   

Total Common Stocks (Cost $1,848,490,476)

   

2,246,624,436

   

Collateral for Securities Loaned^ (12.6%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 1.75% (d)
   

13,696,062

     

13,696,062

   
Fidelity Investments Money Market Government Portfolio,
Class I, 1.54% (d)
   

75,455,501

     

75,455,501

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (d)

   

2,287,575

     

2,287,575

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (d)
   

45,582,924

     

45,582,924

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (d)

   

50,144,749

     

50,144,749

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (d)
   

100,286,078

     

100,286,078

   

Total Collateral for Securities Loaned (Cost $287,452,889)

   

287,452,889

   

Total Investments (Cost $2,135,943,365) — 110.8%

   

2,534,077,325

   

Liabilities in excess of other assets — (10.8)%

   

(246,939,107

)

 

NET ASSETS — 100.00%

 

$

2,287,138,218

   

^  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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, illiquid securities were 0.3% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


31



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.3%)

 

Communication Services (2.6%):

 

Boingo Wireless, Inc. (a) (b)

   

242,730

   

$

2,657,894

   

Live Nation Entertainment, Inc. (a)

   

43,590

     

3,115,377

   
     

5,773,271

   

Communications Equipment (0.8%):

 

Viavi Solutions, Inc. (a)

   

122,340

     

1,835,100

   

Consumer Discretionary (11.8%):

 

Bright Horizons Family Solutions, Inc. (a)

   

32,540

     

4,890,437

   

Burlington Stores, Inc. (a)

   

15,040

     

3,429,571

   

Churchill Downs, Inc. (b)

   

17,130

     

2,350,236

   

Frontdoor, Inc. (a)

   

48,710

     

2,309,828

   

Planet Fitness, Inc., Class A (a)

   

56,630

     

4,229,128

   

Strategic Education, Inc.

   

28,190

     

4,479,391

   

Vail Resorts, Inc. (b)

   

17,740

     

4,254,585

   
     

25,943,176

   

Consumer Staples (3.6%):

 

Hostess Brands, Inc. (a)

   

300,670

     

4,371,742

   

Post Holdings, Inc. (a)

   

33,080

     

3,609,028

   
     

7,980,770

   

Electronic Equipment, Instruments & Components (2.6%):

 

Littelfuse, Inc.

   

13,671

     

2,615,262

   

Rogers Corp. (a) (b)

   

25,770

     

3,214,292

   
     

5,829,554

   

Energy (0.8%):

 

Diamondback Energy, Inc.

   

18,556

     

1,723,110

   

Financials (4.1%):

 

LendingTree, Inc. (a) (b)

   

10,670

     

3,237,705

   

LPL Financial Holdings, Inc.

   

31,050

     

2,864,363

   

Western Alliance Bancorp

   

49,760

     

2,836,320

   
     

8,938,388

   

Health Care (24.7%):

 

Encompass Health Corp.

   

25,180

     

1,744,219

   

Exact Sciences Corp. (a)

   

63,180

     

5,842,886

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

43,490

     

4,547,314

   

HealthEquity, Inc. (a)

   

42,520

     

3,149,456

   

Horizon Therapeutics PLC (a)

   

172,950

     

6,260,790

   

Insulet Corp. (a) (b)

   

19,360

     

3,314,432

   

LHC Group, Inc. (a)

   

26,490

     

3,649,262

   

Ligand Pharmaceuticals, Inc. (a) (b)

   

44,280

     

4,617,961

   

Masimo Corp. (a)

   

24,730

     

3,908,824

   

Neurocrine Biosciences, Inc. (a)

   

58,950

     

6,336,536

   

The Cooper Co., Inc. (b)

   

15,110

     

4,854,691

   

Veeva Systems, Inc., Class A (a)

   

24,420

     

3,434,917

   

West Pharmaceutical Services, Inc.

   

17,896

     

2,690,306

   
     

54,351,594

   

See notes to financial statements.


32



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Industrials (19.8%):

 

Alamo Group, Inc.

   

20,450

   

$

2,567,498

   

Armstrong World Industries, Inc.

   

22,650

     

2,128,421

   

Azul SA, ADR (a)

   

117,790

     

5,041,412

   

Clean Harbors, Inc. (a)

   

31,970

     

2,741,427

   

Forward Air Corp.

   

56,780

     

3,971,761

   

FTI Consulting, Inc. (a)

   

24,370

     

2,696,784

   

HEICO Corp., Class A

   

37,843

     

3,388,084

   

Hexcel Corp.

   

42,962

     

3,149,544

   

IDEX Corp.

   

23,650

     

4,067,800

   

Mercury Systems, Inc. (a)

   

60,830

     

4,203,962

   

MSA Safety, Inc. (b)

   

17,360

     

2,193,610

   

Siteone Landscape Supply, Inc. (a) (b)

   

41,780

     

3,787,357

   

Teledyne Technologies, Inc. (a)

   

3,160

     

1,095,066

   

Trex Co., Inc. (a)

   

30,430

     

2,735,048

   
     

43,767,774

   

IT Services (7.8%):

 

Black Knight, Inc. (a)

   

89,049

     

5,741,880

   

Euronet Worldwide, Inc. (a)

   

48,692

     

7,671,911

   

GoDaddy, Inc., Class A (a)

   

56,677

     

3,849,502

   
     

17,263,293

   

Semiconductors & Semiconductor Equipment (5.0%):

 

Entegris, Inc.

   

26,340

     

1,319,371

   

MKS Instruments, Inc.

   

29,440

     

3,238,694

   

Monolithic Power Systems, Inc.

   

20,275

     

3,609,356

   

Silicon Laboratories, Inc. (a)

   

24,500

     

2,841,510

   
     

11,008,931

   

Software (15.7%):

 

ACI Worldwide, Inc. (a)

   

147,570

     

5,590,689

   

Coupa Software, Inc. (a) (b)

   

30,380

     

4,443,075

   

DocuSign, Inc., Class A (a)

   

57,070

     

4,229,458

   

Fair Isaac Corp. (a)

   

12,290

     

4,604,817

   

Paycom Software, Inc. (a)

   

17,645

     

4,671,690

   

Proofpoint, Inc. (a)

   

24,160

     

2,773,085

   

RingCentral, Inc., Class A (a)

   

47,630

     

8,033,752

   
     

34,346,566

   

Total Common Stocks (Cost $159,081,482)

   

218,761,527

   

Collateral for Securities Loaned^ (8.3%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

867,320

     

867,320

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

4,778,311

     

4,778,311

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

144,863

     

144,863

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

2,886,594

     

2,886,594

   

See notes to financial statements.


33



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

3,175,477

   

$

3,175,477

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

6,350,737

     

6,350,737

   

Total Collateral for Securities Loaned (Cost $18,203,302)

   

18,203,302

   

Total Investments (Cost $177,284,784) — 107.6%

   

236,964,829

   

Liabilities in excess of other assets — (7.6)%

   

(16,800,318

)

 

NET ASSETS — 100.00%

 

$

220,164,511

   

^  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, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


34



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.2%)

 

Communication Services (5.1%):

 

Live Nation Entertainment, Inc. (a)

   

166,840

   

$

11,924,055

   

Take-Two Interactive Software, Inc. (a)

   

63,470

     

7,770,632

   

Twitter, Inc. (a)

   

209,830

     

6,725,052

   
     

26,419,739

   

Consumer Discretionary (12.8%):

 

Burlington Stores, Inc. (a)

   

24,560

     

5,600,417

   

Dollar General Corp.

   

62,760

     

9,789,305

   

Eldorado Resorts, Inc. (a) (b)

   

75,370

     

4,495,067

   

Grand Canyon Education, Inc. (a)

   

77,880

     

7,460,125

   

Hasbro, Inc.

   

84,860

     

8,962,065

   

Hilton Worldwide Holdings, Inc.

   

85,630

     

9,497,223

   

O'Reilly Automotive, Inc. (a)

   

18,340

     

8,037,689

   

Tractor Supply Co.

   

59,560

     

5,565,286

   

Vail Resorts, Inc. (b)

   

31,330

     

7,513,874

   
     

66,921,051

   

Consumer Staples (4.3%):

 

Church & Dwight Co., Inc.

   

94,570

     

6,652,054

   

Post Holdings, Inc. (a)

   

82,830

     

9,036,753

   

Tyson Foods, Inc., Class A

   

74,360

     

6,769,734

   
     

22,458,541

   

Electronic Equipment, Instruments & Components (3.0%):

 

Amphenol Corp., Class A

   

59,720

     

6,463,495

   

Keysight Technologies, Inc. (a)

   

32,760

     

3,362,159

   

Trimble, Inc. (a)

   

137,200

     

5,719,868

   
     

15,545,522

   

Energy (0.9%):

 

Diamondback Energy, Inc.

   

51,350

     

4,768,361

   

Financials (3.4%):

 

LendingTree, Inc. (a) (b)

   

15,970

     

4,845,937

   

LPL Financial Holdings, Inc.

   

72,200

     

6,660,450

   

MSCI, Inc.

   

25,430

     

6,565,517

   
     

18,071,904

   

Health Care (16.3%):

 

10x Genomics, Inc., Class A (a) (b)

   

46,750

     

3,564,688

   

Ascendis Pharma A/S (a)

   

16,430

     

2,285,742

   

bluebird bio, Inc. (a) (b)

   

55,280

     

4,850,820

   

Dexcom, Inc. (a)

   

33,160

     

7,253,418

   

Encompass Health Corp. (b)

   

57,780

     

4,002,421

   

Exact Sciences Corp. (a)

   

91,360

     

8,448,973

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

35,360

     

3,697,242

   

Horizon Therapeutics PLC (a) (b)

   

72,930

     

2,640,066

   

Insulet Corp. (a) (b)

   

37,370

     

6,397,744

   

Intuitive Surgical, Inc. (a)

   

10,000

     

5,911,500

   

IQVIA Holdings, Inc. (a)

   

62,030

     

9,584,255

   

See notes to financial statements.


35



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Neurocrine Biosciences, Inc. (a)

   

33,950

   

$

3,649,286

   

Sage Therapeutics, Inc. (a) (b)

   

48,960

     

3,534,422

   

The Cooper Co., Inc.

   

29,670

     

9,532,675

   

Veeva Systems, Inc., Class A (a)

   

26,100

     

3,671,226

   

WellCare Health Plans, Inc. (a)

   

18,700

     

6,174,927

   
     

85,199,405

   

Industrials (17.6%):

 

AMETEK, Inc.

   

74,020

     

7,382,755

   

Clean Harbors, Inc. (a)

   

59,410

     

5,094,408

   

HEICO Corp., Class A

   

91,170

     

8,162,450

   

Hexcel Corp.

   

100,900

     

7,396,979

   

IDEX Corp.

   

48,660

     

8,369,520

   

IHS Markit Ltd. (a)

   

64,160

     

4,834,456

   

Ingersoll-Rand PLC

   

86,150

     

11,451,058

   

L3Harris Technologies, Inc.

   

38,700

     

7,657,569

   

Roper Technologies, Inc.

   

21,100

     

7,474,253

   

Teledyne Technologies, Inc. (a)

   

10,280

     

3,562,431

   

TransUnion

   

86,310

     

7,388,999

   

Verisk Analytics, Inc., Class A

   

34,290

     

5,120,869

   

Woodward, Inc.

   

65,360

     

7,741,238

   
     

91,636,985

   

IT Services (15.0%):

 

Black Knight, Inc. (a)

   

164,464

     

10,604,639

   

Euronet Worldwide, Inc. (a)

   

113,511

     

17,884,792

   

FleetCor Technologies, Inc. (a)

   

21,070

     

6,062,260

   

Global Payments, Inc.

   

83,853

     

15,308,203

   

GoDaddy, Inc., Class A (a) (b)

   

97,990

     

6,655,481

   

Okta, Inc. (a)

   

52,210

     

6,023,468

   

Twilio, Inc., Class A (a) (b)

   

77,800

     

7,646,184

   

Wix.com Ltd., ADR (a) (b)

   

59,810

     

7,319,548

   
     

77,504,575

   

Semiconductors & Semiconductor Equipment (8.3%):

 

KLA Corp.

   

42,920

     

7,647,056

   

Lam Research Corp.

   

33,570

     

9,815,868

   

Marvell Technology Group Ltd.

   

398,240

     

10,577,254

   

Microchip Technology, Inc. (b)

   

78,450

     

8,215,284

   

Monolithic Power Systems, Inc.

   

36,880

     

6,565,378

   
     

42,820,840

   

Software (12.5%):

 

DocuSign, Inc., Class A (a)

   

108,480

     

8,039,453

   

Dropbox, Inc. (a)

   

434,090

     

7,774,552

   

Fair Isaac Corp. (a)

   

28,270

     

10,592,203

   

Paycom Software, Inc. (a)

   

14,260

     

3,775,478

   

Proofpoint, Inc. (a)

   

75,650

     

8,683,106

   

RingCentral, Inc., Class A (a)

   

104,180

     

17,572,040

   

See notes to financial statements.


36



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

ServiceNow, Inc. (a)

   

19,240

   

$

5,431,837

   

Zendesk, Inc. (a)

   

33,300

     

2,551,779

   
     

64,420,448

   

Total Common Stocks (Cost $419,194,608)

   

515,767,371

   

Collateral for Securities Loaned^ (8.0%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

1,992,570

     

1,992,570

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

10,977,637

     

10,977,637

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

332,808

     

332,808

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

6,631,628

     

6,631,628

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

7,295,304

     

7,295,304

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

14,590,110

     

14,590,110

   

Total Collateral for Securities Loaned (Cost $41,820,057)

   

41,820,057

   

Total Investments (Cost $461,014,665) — 107.2%

   

557,587,428

   

Liabilities in excess of other assets — (7.2)%

   

(37,599,429

)

 

NET ASSETS — 100.00%

 

$

519,987,999

   

^  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, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


37



Victory Portfolios
Victory RS Growth Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.9%)

 

Communication Services (11.7%):

 

Alphabet, Inc., Class C (a)

   

8,011

   

$

10,710,867

   

Facebook, Inc., Class A (a)

   

61,320

     

12,585,930

   

The Walt Disney Co.

   

26,820

     

3,878,977

   

Twitter, Inc. (a)

   

101,280

     

3,246,024

   
     

30,421,798

   

Consumer Discretionary (11.5%):

 

Amazon.com, Inc. (a)

   

4,340

     

8,019,626

   

Hilton Worldwide Holdings, Inc.

   

43,990

     

4,878,931

   

Nike, Inc., Class B

   

40,790

     

4,132,435

   

The Home Depot, Inc.

   

17,945

     

3,918,829

   

The TJX Cos., Inc.

   

93,680

     

5,720,101

   

Vail Resorts, Inc. (b)

   

12,920

     

3,098,604

   
     

29,768,526

   

Consumer Staples (2.9%):

 

Church & Dwight Co., Inc.

   

58,280

     

4,099,415

   

Tyson Foods, Inc., Class A

   

36,640

     

3,335,706

   
     

7,435,121

   

Electronic Equipment, Instruments & Components (1.3%):

 

Amphenol Corp., Class A

   

31,030

     

3,358,377

   

Energy (0.5%):

 

EOG Resources, Inc.

   

14,605

     

1,223,315

   

Health Care (15.4%):

 

bluebird bio. Inc. (a) (b)

   

30,280

     

2,657,070

   

Bristol-Myers Squibb Co.

   

107,170

     

6,879,242

   

Exact Sciences Corp. (a)

   

39,060

     

3,612,269

   

Intuitive Surgical, Inc. (a)

   

7,310

     

4,321,306

   

IQVIA Holdings, Inc. (a)

   

31,030

     

4,794,445

   

Merck & Co., Inc.

   

64,910

     

5,903,565

   

Sage Therapeutics, Inc. (a)

   

25,770

     

1,860,336

   

The Cooper Co., Inc.

   

9,910

     

3,183,984

   

UnitedHealth Group, Inc.

   

11,850

     

3,483,663

   

Vertex Pharmaceuticals, Inc. (a)

   

16,240

     

3,555,748

   
     

40,251,628

   

Industrials (12.4%):

 

AMETEK, Inc.

   

40,030

     

3,992,592

   

IHS Markit Ltd. (a)

   

43,050

     

3,243,818

   

Ingersoll-Rand PLC

   

79,380

     

10,551,190

   

L3Harris Technologies, Inc.

   

25,760

     

5,097,131

   

Roper Technologies, Inc.

   

11,670

     

4,133,864

   

Woodward, Inc.

   

43,610

     

5,165,168

   
     

32,183,763

   

See notes to financial statements.


38



Victory Portfolios
Victory RS Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

IT Services (13.3%):

 

Black Knight, Inc. (a)

   

90,420

   

$

5,830,282

   

Euronet Worldwide, Inc. (a)

   

51,270

     

8,078,101

   

PayPal Holdings, Inc. (a)

   

31,350

     

3,391,130

   

Twilio, Inc., Class A (a) (b)

   

52,020

     

5,112,526

   

Visa, Inc., Class A

   

64,837

     

12,182,871

   
     

34,594,910

   

Semiconductors & Semiconductor Equipment (8.1%):

 

Broadcom, Inc.

   

6,470

     

2,044,649

   

KLA Corp.

   

14,700

     

2,619,099

   

Lam Research Corp.

   

12,820

     

3,748,568

   

Marvell Technology Group Ltd.

   

164,620

     

4,372,307

   

Microchip Technology, Inc. (b)

   

26,290

     

2,753,089

   

NVIDIA Corp.

   

22,980

     

5,407,194

   
     

20,944,906

   

Software (16.7%):

 

Fair Isaac Corp. (a)

   

17,710

     

6,635,583

   

Microsoft Corp.

   

150,490

     

23,732,272

   

Salesforce.com, Inc. (a)

   

39,780

     

6,469,819

   

ServiceNow, Inc. (a)

   

14,810

     

4,181,159

   

Workday, Inc., Class A (a)

   

14,990

     

2,465,106

   
     

43,483,939

   

Technology Hardware, Storage & Peripherals (6.1%):

 

Apple, Inc.

   

54,037

     

15,867,965

   

Total Common Stocks (Cost $181,489,172)

   

259,534,248

   

Collateral for Securities Loaned^ (3.4%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

415,009

     

415,009

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

2,286,404

     

2,286,404

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

69,317

     

69,317

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

1,381,225

     

1,381,225

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

1,519,454

     

1,519,454

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

3,038,804

     

3,038,804

   

Total Collateral for Securities Loaned (Cost $8,710,213)

   

8,710,213

   

Total Investments (Cost $190,199,385) — 103.3%

   

268,244,461

   

Liabilities in excess of other assets — (3.3)%

   

(8,590,076

)

 

NET ASSETS — 100.00%

 

$

259,654,385

   

^  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, 2019.

PLC — Public Limited Company

See notes to financial statements.


39



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (98.9%)

 

Biotechnology (26.8%):

 

Adverum Biotechnologies, Inc. (a)

   

149,500

   

$

1,722,240

   

Aimmune Therapeutics, Inc. (a) (b)

   

91,290

     

3,055,476

   

Albireo Pharma, Inc. (a)

   

26,110

     

663,716

   

Allakos, Inc. (a) (b)

   

14,500

     

1,382,720

   

Amicus Therapeutics, Inc. (a)

   

80,090

     

780,077

   

Apellis Pharmaceuticals, Inc. (a)

   

118,843

     

3,638,973

   

Arena Pharmaceuticals, Inc. (a)

   

21,820

     

991,064

   

Ascendis Pharma A/S (a)

   

14,620

     

2,033,934

   

Athenex, Inc. (a) (b)

   

48,670

     

743,191

   

Atreca, Inc., Class A (a) (b)

   

45,565

     

704,891

   

Autolus Therapeutics PLC (a) (b)

   

42,440

     

560,208

   

Avrobio, Inc. (a)

   

72,870

     

1,466,873

   

BeiGene Ltd. (a) (b)

   

7,160

     

1,186,842

   

Bicycle Therapeutics Ltd. (a)

   

68,270

     

643,786

   

bluebird bio, Inc. (a) (b)

   

87,190

     

7,650,922

   

Blueprint Medicines Corp. (a) (b)

   

22,460

     

1,799,271

   

Botanix Pharmaceuticals Ltd. (a)

   

6,100,441

     

350,967

   

Bridgebio Pharma, Inc. (a) (b)

   

44,940

     

1,575,147

   

Celyad SA (a)

   

54,300

     

565,806

   

Centogene NV (a)

   

55,910

     

563,014

   

Crinetics Pharmaceuticals, Inc. (a) (b)

   

34,768

     

872,329

   

CytomX Therapeutics, Inc., Class A (a)

   

138,990

     

1,155,007

   

Dermtech, Inc. (a) (c) (d)

   

307,693

     

3,720,002

   

Editas Medicine, Inc. (a) (b)

   

31,240

     

925,016

   

Eidos Therapeutics, Inc. (a)

   

29,320

     

1,682,675

   

Epizyme, Inc. (a)

   

82,840

     

2,037,864

   

Equillium, Inc. (a) (d)

   

227,190

     

767,902

   

Evelo Biosciences, Inc., Class B (a) (b)

   

28,499

     

115,706

   

Exact Sciences Corp. (a)

   

23,280

     

2,152,934

   

Fate Therapeutics, Inc. (a)

   

219,810

     

4,301,681

   

Gossamer Bio, Inc. (a)

   

37,580

     

587,375

   

Gritstone Oncology, Inc. (a) (b)

   

135,608

     

1,216,404

   

Homology Medicines, Inc. (a) (b)

   

58,210

     

1,204,947

   

Invitae Corp. (a) (b)

   

61,065

     

984,978

   

Iovance Biotherapeutics, Inc. (a) (b)

   

84,630

     

2,342,558

   

Kalvista Pharmaceuticals, Inc. (a) (b)

   

58,313

     

1,038,555

   

Kezar Life Sciences, Inc. (a)

   

259,066

     

1,038,855

   

Kura Oncology, Inc. (a)

   

143,020

     

1,966,525

   

MacroGenics, Inc. (a)

   

49,400

     

537,472

   

Matinas BioPharma Holdings, Inc. (a) (b)

   

773,050

     

1,754,824

   

Mirati Therapeutics, Inc. (a)

   

15,950

     

2,055,317

   

Myovant Sciences Ltd. (a)

   

100,920

     

1,566,279

   

Neurocrine Biosciences, Inc. (a)

   

7,050

     

757,805

   

Precision BioSciences, Inc. (a) (b)

   

123,410

     

1,714,165

   

Replimune Group, Inc. (a)

   

63,140

     

906,059

   

Sage Therapeutics, Inc. (a) (b)

   

22,790

     

1,645,210

   

Scholar Rock Holding Corp. (a) (b)

   

47,280

     

623,150

   

SpringWorks Therapeutics, Inc. (a) (b)

   

26,350

     

1,014,212

   

See notes to financial statements.


40



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Stoke Therapeutics, Inc. (a) (b)

   

29,310

   

$

830,059

   

Surface Oncology, Inc. (a)

   

220,900

     

415,292

   

Turning Point Therapeutics, Inc. (a) (b)

   

17,960

     

1,118,728

   

Twist Bioscience Corp. (a) (b)

   

61,010

     

1,281,210

   

Zymeworks, Inc. (a)

   

48,190

     

2,190,717

   
     

78,600,930

   

Communication Services (9.2%):

 

Boingo Wireless, Inc. (a) (b)

   

306,650

     

3,357,818

   

Facebook, Inc., Class A (a)

   

53,880

     

11,058,870

   

Match Group, Inc. (a) (b)

   

39,770

     

3,265,515

   

Netflix, Inc. (a)

   

13,680

     

4,426,437

   

Take-Two Interactive Software, Inc. (a)

   

20,790

     

2,545,320

   

Twitter, Inc. (a)

   

69,800

     

2,237,090

   
     

26,891,050

   

Communications Equipment (2.3%):

 

Lumentum Holdings, Inc. (a)

   

46,750

     

3,707,275

   

Viavi Solutions, Inc. (a)

   

206,170

     

3,092,550

   
     

6,799,825

   

Consumer Discretionary (2.3%):

 

Amazon.com, Inc. (a)

   

2,310

     

4,268,510

   

Arco Platform Ltd., ADR, Class A (a)

   

51,210

     

2,263,482

   
     

6,531,992

   

Electronic Equipment, Instruments & Components (3.3%):

 

Airgain, Inc. (a)

   

94,458

     

1,009,756

   

Fabrinet (a)

   

57,710

     

3,741,916

   

Keysight Technologies, Inc. (a)

   

24,400

     

2,504,172

   

Rogers Corp. (a)

   

18,470

     

2,303,763

   
     

9,559,607

   

Financials (0.7%):

 

LendingTree, Inc. (a) (b)

   

6,500

     

1,972,360

   

Health Care Equipment & Supplies (1.4%):

 

Cryoport, Inc. (a) (b)

   

171,043

     

2,815,368

   

Quotient Ltd. (a) (b)

   

121,440

     

1,154,894

   
     

3,970,262

   

Health Care Providers & Services (0.7%):

 

Exagen, Inc. (a) (b)

   

84,182

     

2,138,223

   

Health Care Technology (0.9%):

 

Veeva Systems, Inc., Class A (a)

   

18,510

     

2,603,617

   

IT Services (8.9%):

 

Euronet Worldwide, Inc. (a)

   

27,270

     

4,296,661

   

Global Payments, Inc.

   

16,090

     

2,937,390

   

GoDaddy, Inc., Class A (a)

   

46,030

     

3,126,358

   

Twilio, Inc., Class A (a) (b)

   

42,220

     

4,149,382

   

Visa, Inc., Class A

   

30,310

     

5,695,249

   

Wix.com Ltd., ADR (a)

   

46,980

     

5,749,412

   
     

25,954,452

   

See notes to financial statements.


41



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Life Sciences Tools & Services (2.3%):

 

10x Genomics, Inc., Class A (a) (b)

   

28,960

   

$

2,208,200

   

Adaptive Biotechnologies Corp. (a) (b)

   

21,550

     

644,776

   

Illumina, Inc. (a)

   

7,450

     

2,471,463

   

NeoGenomics, Inc. (a)

   

52,150

     

1,525,388

   
     

6,849,827

   

Pharmaceuticals (1.7%):

 

Assembly Biosciences, Inc. (a)

   

94,660

     

1,936,743

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

17,470

     

1,826,663

   

Kaleido Biosciences, Inc. (a) (b)

   

48,180

     

241,864

   

MyoKardia, Inc. (a) (b)

   

14,290

     

1,041,527

   
     

5,046,797

   

Semiconductors & Semiconductor Equipment (16.3%):

 

Cohu, Inc.

   

219,260

     

5,010,091

   

Inphi Corp. (a)

   

18,150

     

1,343,463

   

KLA Corp.

   

15,540

     

2,768,762

   

Lam Research Corp.

   

18,690

     

5,464,956

   

Lattice Semiconductor Corp. (a)

   

189,530

     

3,627,604

   

MACOM Technology Solutions Holdings, Inc. (a) (b)

   

178,350

     

4,744,110

   

Marvell Technology Group Ltd.

   

242,710

     

6,446,378

   

MKS Instruments, Inc.

   

35,430

     

3,897,654

   

Monolithic Power Systems, Inc.

   

20,030

     

3,565,741

   

NVIDIA Corp.

   

14,960

     

3,520,088

   

Semtech Corp. (a)

   

21,120

     

1,117,248

   

Skyworks Solutions, Inc.

   

38,450

     

4,647,836

   

Ultra Clean Holdings, Inc. (a) (b)

   

63,900

     

1,499,733

   
     

47,653,664

   

Software (22.1%):

 

Anaplan, Inc. (a)

   

23,570

     

1,235,068

   

Cornerstone OnDemand, Inc. (a)

   

83,710

     

4,901,221

   

Coupa Software, Inc. (a)

   

25,500

     

3,729,375

   

DocuSign, Inc., Class A (a)

   

53,400

     

3,957,474

   

Domo, Inc. (a) (b)

   

108,100

     

2,347,932

   

Dropbox, Inc. (a)

   

148,810

     

2,665,187

   

Fair Isaac Corp. (a)

   

7,760

     

2,907,517

   

Microsoft Corp.

   

77,760

     

12,262,750

   

Paycom Software, Inc. (a)

   

18,670

     

4,943,069

   

Proofpoint, Inc. (a)

   

28,749

     

3,299,810

   

RingCentral, Inc., Class A (a)

   

65,710

     

11,083,306

   

ServiceNow, Inc. (a)

   

18,840

     

5,318,909

   

Varonis Systems, Inc. (a)

   

41,550

     

3,228,851

   

Zendesk, Inc. (a) (b)

   

37,060

     

2,839,908

   
     

64,720,377

   

Total Common Stocks (Cost $209,717,790)

   

289,292,983

   

See notes to financial statements.


42



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (15.0%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (e)

   

2,086,115

   

$

2,086,115

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (e)

   

11,493,003

     

11,493,003

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (e)

   

348,432

     

348,432

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (e)
   

6,942,962

     

6,942,962

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (e)

   

7,637,796

     

7,637,796

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (e)
   

15,275,072

     

15,275,072

   

Total Collateral for Securities Loaned (Cost $43,783,380)

   

43,783,380

   

Total Investments (Cost $253,501,170) — 113.9%

   

333,076,363

   

Liabilities in excess of other assets — (13.9)%

   

(40,751,373

)

 

NET ASSETS — 100.00%

 

$

292,324,990

   

^  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)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 1.3% of the Fund's net assets as of December 31, 2019. (See Note 2)

(d)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, illiquid securities were 1.5% of the Fund's net assets.

(e)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

 

See notes to financial statements.


43



Victory Portfolios
Victory RS Small Cap Equity Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (98.0%)

 

Biotechnology (17.7%):

 

Aimmune Therapeutics, Inc. (a)

   

29,760

   

$

996,067

   

Amicus Therapeutics, Inc. (a)

   

65,324

     

636,256

   

Apellis Pharmaceuticals, Inc. (a)

   

28,280

     

865,934

   

Arena Pharmaceuticals, Inc. (a)

   

11,400

     

517,788

   

Ascendis Pharma A/S (a)

   

6,440

     

895,933

   

bluebird bio, Inc. (a) (b)

   

11,687

     

1,025,534

   

Blueprint Medicines Corp. (a)

   

7,918

     

634,311

   

Celyad SA (a)

   

11,896

     

123,956

   

CytomX Therapeutics, Inc., Class A (a)

   

37,890

     

314,866

   

Epizyme, Inc. (a)

   

40,160

     

987,936

   

Equillium, Inc. (a) (c)

   

26,448

     

89,394

   

Fate Therapeutics, Inc. (a)

   

54,900

     

1,074,393

   

Gossamer Bio, Inc. (a)

   

20,110

     

314,319

   

Immunomedics, Inc. (a)

   

29,100

     

615,756

   

Invitae Corp. (a) (b)

   

37,230

     

600,520

   

Iovance Biotherapeutics, Inc. (a)

   

35,111

     

971,872

   

Kura Oncology, Inc. (a)

   

29,050

     

399,438

   

Mirati Therapeutics, Inc. (a) (b)

   

6,140

     

791,200

   

Myovant Sciences Ltd. (a)

   

35,600

     

552,512

   
     

12,407,985

   

Communication Services (2.4%):

 

Bandwidth, Inc., Class A (a)

   

13,060

     

836,493

   

Cardlytics, Inc. (a)

   

5,770

     

362,702

   

QuinStreet, Inc. (a)

   

30,327

     

464,306

   
     

1,663,501

   

Consumer Discretionary (11.8%):

 

Aaron's, Inc. (b)

   

8,130

     

464,304

   

Arco Platform Ltd., ADR, Class A (a)

   

21,983

     

971,649

   

Dine Brands Global, Inc. (b)

   

9,650

     

805,968

   

Eldorado Resorts, Inc. (a) (b)

   

17,580

     

1,048,471

   

Frontdoor, Inc. (a)

   

12,960

     

614,563

   

Monro, Inc

   

11,050

     

864,110

   

Planet Fitness, Inc., Class A (a)

   

11,770

     

878,984

   

Regis Corp. (a) (b)

   

24,080

     

430,310

   

Skyline Champion Corp. (a) (b)

   

11,690

     

370,573

   

Steven Madden Ltd.

   

11,659

     

501,454

   

Strategic Education, Inc.

   

8,220

     

1,306,158

   
     

8,256,544

   

Consumer Staples (4.9%):

 

BellRing Brands, Inc., Class A (a)

   

18,400

     

391,736

   

BJ's Wholesale Club Holdings, Inc. (a)

   

29,700

     

675,378

   

Freshpet, Inc. (a)

   

8,770

     

518,219

   

Hostess Brands, Inc. (a)

   

63,070

     

917,038

   

Nomad Foods Ltd. (a)

   

39,440

     

882,273

   
     

3,384,644

   

See notes to financial statements.


44



Victory Portfolios
Victory RS Small Cap Equity Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Energy (0.7%):

 

Newpark Resources, Inc. (a) (b)

   

80,250

   

$

503,168

   

Financials (6.2%):

 

eHealth, Inc. (a)

   

6,711

     

644,793

   

Essent Group Ltd.

   

21,340

     

1,109,467

   

FirstCash, Inc., Class A

   

15,760

     

1,270,729

   

LendingTree, Inc. (a) (b)

   

2,400

     

728,256

   

Western Alliance Bancorp (b)

   

10,710

     

610,470

   
     

4,363,715

   

Health Care Equipment & Supplies (4.7%):

 

Cryoport, Inc. (a) (b)

   

29,040

     

477,998

   

Irhythm Technologies, Inc. (a) (b)

   

9,130

     

621,662

   

Masimo Corp. (a)

   

5,085

     

803,735

   

Nevro Corp. (a) (b)

   

7,170

     

842,762

   

Silk Road Medical, Inc. (a)

   

13,170

     

531,805

   
     

3,277,962

   

Health Care Providers & Services (4.0%):

 

Hanger, Inc. (a)

   

27,420

     

757,066

   

HealthEquity, Inc. (a)

   

10,330

     

765,143

   

LHC Group, Inc. (a)

   

9,200

     

1,267,392

   
     

2,789,601

   

Health Care Technology (2.0%):

 

Health Catalyst, Inc. (a) (b)

   

15,986

     

554,714

   

Inspire Medical System, Inc. (a)

   

11,230

     

833,379

   
     

1,388,093

   

Industrials (16.3%):

 

Albany International Corp.

   

12,390

     

940,649

   

Armstrong World Industries, Inc.

   

6,510

     

611,745

   

Axon Enterprise, Inc. (a)

   

12,917

     

946,558

   

Azul SA, ADR (a) (b)

   

27,790

     

1,189,412

   

ESCO Technologies, Inc.

   

10,940

     

1,011,950

   

FTI Consulting, Inc. (a)

   

5,900

     

652,894

   

Generac Holdings, Inc. (a)

   

9,510

     

956,611

   

Mercury Systems, Inc. (a)

   

15,940

     

1,101,613

   

Simpson Manufacturing Co., Inc.

   

6,840

     

548,773

   

Siteone Landscape Supply, Inc. (a)

   

14,770

     

1,338,901

   

SPX Corp. (a)

   

6,080

     

309,350

   

Trex Co., Inc. (a)

   

8,040

     

722,635

   

Watts Water Technologies, Inc., Class A

   

11,250

     

1,122,299

   
     

11,453,390

   

Information Technology (24.8%):

 

ACI Worldwide, Inc. (a)

   

38,580

     

1,461,603

   

Advanced Energy Industries, Inc. (a)

   

17,980

     

1,280,175

   

Cabot Microelectronics Corp.

   

7,180

     

1,036,218

   

Cornerstone OnDemand, Inc. (a)

   

21,452

     

1,256,015

   

Envestnet, Inc. (a)

   

8,760

     

609,959

   

Everbridge, Inc. (a) (b)

   

13,970

     

1,090,778

   

See notes to financial statements.


45



Victory Portfolios
Victory RS Small Cap Equity Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Evo Payments, Inc. (a)

   

38,510

   

$

1,017,049

   

Inphi Corp. (a)

   

3,010

     

222,800

   

Itron, Inc. (a)

   

13,100

     

1,099,745

   

Lattice Semiconductor Corp. (a)

   

32,030

     

613,054

   

Littelfuse, Inc.

   

2,907

     

556,109

   

Liveramp Holdings, Inc. (a) (b)

   

14,842

     

713,455

   

MACOM Technology Solutions Holdings, Inc. (a)

   

14,300

     

380,380

   

Monolithic Power Systems, Inc.

   

1,738

     

309,399

   

Q2 Holdings, Inc. (a) (b)

   

6,890

     

558,641

   

Silicon Laboratories, Inc. (a)

   

9,820

     

1,138,923

   

Varonis Systems, Inc. (a)

   

20,530

     

1,595,385

   

Wix.com Ltd., ADR (a)

   

10,760

     

1,316,809

   

WNS Holdings Ltd., ADR (a)

   

15,358

     

1,015,932

   
     

17,272,429

   

Materials (1.1%):

 

Ingevity Corp. (a)

   

8,470

     

740,109

   

Pharmaceuticals (1.4%):

 

Assembly Biosciences, Inc. (a)

   

14,310

     

292,783

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

6,600

     

690,096

   
     

982,879

   

Total Common Stocks (Cost $57,851,385)

   

68,484,020

   

Collateral for Securities Loaned^ (9.6%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (d)

   

319,322

     

319,322

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (d)

   

1,759,236

     

1,759,236

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (d)

   

53,335

     

53,335

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (d)
   

1,062,761

     

1,062,761

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (d)

   

1,169,119

     

1,169,119

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (d)
   

2,338,159

     

2,338,159

   

Total Collateral for Securities Loaned (Cost $6,701,932)

   

6,701,932

   

Total Investments (Cost $64,553,317) — 107.6%

   

75,185,952

   

Liabilities in excess of other assets — (7.6)%

   

(5,312,548

)

 

NET ASSETS — 100.00%

 

$

69,873,404

   

^  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)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, illiquid securities were 0.1% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


46



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory
RS Small Cap
Growth Fund
  Victory
RS Select
Growth Fund
  Victory
RS Mid Cap
Growth Fund
 

ASSETS:

 
Investments, at value (Cost $2,135,943,365,
$177,284,784 and $461,014,665)
 

$

2,534,077,325

(a)

 

$

236,964,829

(b)

 

$

557,587,428

(c)

 

Cash and cash equivalents

   

58,613,141

     

2,188,142

     

9,203,675

   

Interest and dividends receivable

   

612,864

     

58,697

     

173,917

   

Receivable for capital shares issued

   

1,189,300

     

14,479

     

553,491

   

Receivable for investments sold

   

11,997,174

     

     

   

Receivable from Adviser

   

84,169

     

30,359

     

151,090

   

Prepaid expenses

   

45,674

     

7,412

     

17,645

   

Total Assets

   

2,606,619,647

     

239,263,918

     

567,687,246

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

287,452,889

     

18,203,302

     

41,820,057

   

Investments purchased

   

21,492,517

     

1,888

     

5,055,862

   

Capital shares redeemed

   

7,964,010

     

586,158

     

249,677

   

Accrued expenses and other payables:

 

Investment advisory fees

   

1,833,365

     

189,483

     

369,963

   

Administration fees

   

109,920

     

10,537

     

24,636

   

Custodian fees

   

18,701

     

2,216

     

3,545

   

Transfer agent fees

   

383,670

     

58,853

     

112,593

   

Compliance fees

   

1,577

     

150

     

340

   

Trustees' fees

   

2,375

     

224

     

514

   
12b-1 fees    

84,868

     

22,748

     

18,147

   

Other accrued expenses

   

137,537

     

23,848

     

43,913

   

Total Liabilities

   

319,481,429

     

19,099,407

     

47,699,247

   

NET ASSETS:

 
Capital    

1,751,848,641

     

126,075,802

     

431,063,460

   

Total distributable earnings/(loss)

   

535,289,577

     

94,088,709

     

88,924,539

   

Net Assets

 

$

2,287,138,218

   

$

220,164,511

   

$

519,987,999

   

Net Assets

 

Class A Shares

 

$

687,425,423

   

$

97,337,034

   

$

82,888,054

   

Class C Shares

   

18,581,277

     

26,987,747

     

20,266,038

   

Class R Shares

   

8,012,353

     

604,214

     

926,783

   

Class R6 Shares

   

441,471,344

     

302,224

     

20,320,724

   

Class Y Shares

   

1,131,647,821

     

94,933,292

     

395,586,400

   

Total

 

$

2,287,138,218

   

$

220,164,511

   

$

519,987,999

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

8,905,780

     

2,878,558

     

3,242,802

   

Class C Shares

   

288,783

     

1,007,975

     

917,780

   

Class R Shares

   

115,103

     

22,130

     

39,746

   

Class R6 Shares

   

5,434,024

     

8,398

     

762,935

   

Class Y Shares

   

13,959,792

     

2,648,585

     

14,864,379

   

Total

   

28,703,482

     

6,565,646

     

19,827,642

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

77.19

   

$

33.81

   

$

25.56

   

Class C Shares (d)

 

$

64.34

   

$

26.77

   

$

22.08

   

Class R Shares

 

$

69.61

   

$

27.30

   

$

23.32

   

Class R6 Shares

 

$

81.24

   

$

35.99

   

$

26.63

   

Class Y Shares

 

$

81.06

   

$

35.84

   

$

26.61

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

   

5.75

%

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

$

81.90

   

$

35.87

   

$

27.12

   

(a)  Includes $282,651,462 of securities on loan.

(b)  Includes $17,892,270 of securities on loan.

(c)  Includes $41,104,262 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


47



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory
RS Growth Fund
  Victory
RS Science and
Technology Fund
  Victory
RS Small Cap
Equity Fund
 

ASSETS:

 
Investments, at value (Cost $190,199,385,
$253,501,170 and $64,553,317)
 

$

268,244,461

(a)

 

$

333,076,363

(b)

 

$

75,185,952

(c)

 

Cash and cash equivalents

   

721,776

     

3,978,265

     

1,789,138

   

Interest and dividends receivable

   

132,537

     

78,504

     

18,791

   

Receivable for capital shares issued

   

16,999

     

57,367

     

1,661

   

Receivable for investments sold

   

     

     

365,639

   

Receivable from Adviser

   

47,422

     

12,223

     

5,714

   

Prepaid expenses

   

2,298

     

2,509

     

10,031

   

Total Assets

   

269,165,493

     

337,205,231

     

77,376,926

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

8,710,213

     

43,783,380

     

6,701,932

   

Investments purchased

   

343,451

     

     

655,806

   

Capital shares redeemed

   

182,555

     

735,412

     

63,714

   

Accrued expenses and other payables:

 

Investment advisory fees

   

163,390

     

243,450

     

44,170

   

Administration fees

   

12,355

     

13,842

     

3,342

   

Custodian fees

   

2,567

     

2,523

     

817

   

Transfer agent fees

   

35,180

     

50,744

     

12,695

   

Compliance fees

   

172

     

195

     

48

   

Trustees' fees

   

252

     

279

     

69

   
12b-1 fees    

26,391

     

28,043

     

7,753

   

Other accrued expenses

   

34,582

     

22,373

     

13,176

   

Total Liabilities

   

9,511,108

     

44,880,241

     

7,503,522

   

NET ASSETS:

 
Capital    

176,880,231

     

210,829,482

     

51,609,821

   

Total distributable earnings/(loss)

   

82,774,154

     

81,495,508

     

18,263,583

   

Net Assets

 

$

259,654,385

   

$

292,324,990

   

$

69,873,404

   

Net Assets

 

Class A Shares

 

$

223,503,471

   

$

199,591,423

   

$

63,246,531

   

Class C Shares

   

4,240,456

     

14,054,327

     

477,780

   

Class R Shares

   

437,787

     

681,142

     

2,874,014

   

Class Y Shares

   

31,472,671

     

77,998,098

     

3,275,079

   

Total

 

$

259,654,385

   

$

292,324,990

   

$

69,873,404

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

11,627,988

     

8,539,126

     

3,940,222

   

Class C Shares

   

271,239

     

792,699

     

115,568

   

Class R Shares

   

25,317

     

34,744

     

233,349

   

Class Y Shares

   

1,564,806

     

3,075,488

     

198,266

   

Total

   

13,489,350

     

12,442,057

     

4,487,405

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

19.22

   

$

23.37

   

$

16.05

   

Class C Shares (d)

 

$

15.63

   

$

17.73

   

$

4.13

   

Class R Shares

 

$

17.29

   

$

19.60

   

$

12.32

   

Class Y Shares

 

$

20.11

   

$

25.36

   

$

16.52

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

   

5.75

%

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

$

20.39

   

$

24.80

   

$

17.03

   

(a)  Includes $8,542,261 of securities on loan.

(b)  Includes $42,842,734 of securities on loan.

(c)  Includes $6,595,967 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


48



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory
RS Small Cap
Growth Fund
  Victory
RS Select
Growth Fund
  Victory
RS Mid Cap
Growth Fund
 

Investment Income:

 

Dividends

 

$

5,618,314

   

$

748,880

   

$

2,247,254

   

Interest

   

1,128,697

     

60,889

     

160,328

   

Securities lending (net of fees)

   

473,501

     

32,080

     

48,492

   

Foreign tax withholding

   

     

     

(11,216

)

 

Total Income

   

7,220,512

     

841,849

     

2,444,858

   

Expenses:

 

Investment advisory fees

   

19,954,137

     

2,475,686

     

3,983,958

   

Administration fees

   

1,282,035

     

151,660

     

285,533

   

12b-1 fees — Class A Shares

   

1,613,232

     

256,474

     

218,578

   

12b-1 fees — Class C Shares

   

172,393

     

314,267

     

209,235

   

12b-1 fees — Class R Shares

   

43,378

     

3,780

     

5,265

   

Custodian fees

   

78,756

     

13,407

     

22,566

   

Transfer agent fees

   

124,372

     

36,714

     

26,473

   

Transfer agent fees — Class A Shares

   

877,887

     

131,062

     

118,590

   

Transfer agent fees — Class C Shares

   

19,649

     

35,603

     

19,011

   

Transfer agent fees — Class R Shares

   

15,740

     

3,898

     

3,706

   

Transfer agent fees — Class R6 Shares

   

8,243

     

106

     

201

   

Transfer agent fees — Class Y Shares

   

1,109,237

     

106,072

     

440,497

   

Trustees' fees

   

169,819

     

24,225

     

37,772

   

Compliance fees

   

16,546

     

2,038

     

3,647

   

Legal and audit fees

   

166,063

     

25,940

     

46,051

   

State registration and filing fees

   

148,957

     

82,509

     

104,100

   

Interfund lending fees

   

     

1,818

     

   

Other expenses

   

235,743

     

42,357

     

82,804

   

Total Expenses

   

26,036,187

     

3,707,616

     

5,607,987

   

Expenses waived/reimbursed by Adviser

   

(506,151

)

   

(285,457

)

   

(681,628

)

 

Net Expenses

   

25,530,036

     

3,422,159

     

4,926,359

   

Net Investment Income (Loss)

   

(18,309,524

)

   

(2,580,310

)

   

(2,481,501

)

 
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities
   

374,740,043

     

54,394,565

     

5,937,106

   
Net change in unrealized appreciation/depreciation
on investment securities
   

272,638,580

     

19,783,471

     

95,247,594

   
Net realized/unrealized gains (losses) on
investments
   

647,378,623

     

74,178,036

     

101,184,700

   

Change in net assets resulting from operations

 

$

629,069,099

   

$

71,597,726

   

$

98,703,199

   

See notes to financial statements.


49



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory
RS Growth Fund
  Victory
RS Science and
Technology Fund
  Victory
RS Small Cap
Equity Fund
 

Investment Income:

 

Dividends

 

$

2,234,904

   

$

471,563

   

$

180,839

   

Interest

   

66,517

     

141,417

     

28,658

   

Securities lending (net of fees)

   

71,287

     

310,166

     

17,303

   

Foreign tax withholding

   

(9,156

)

   

     

   

Total Income

   

2,363,552

     

923,146

     

226,800

   

Expenses:

 

Investment advisory fees

   

1,888,914

     

2,660,462

     

508,486

   

Administration fees

   

153,912

     

162,368

     

41,431

   

12b-1 fees — Class A Shares

   

541,321

     

449,683

     

152,494

   

12b-1 fees — Class C Shares

   

46,951

     

136,564

     

6,139

   

12b-1 fees — Class R Shares

   

2,437

     

3,750

     

13,427

   

Custodian fees

   

14,297

     

16,930

     

5,042

   

Transfer agent fees

   

16,928

     

9,369

     

3,830

   

Transfer agent fees — Class A Shares

   

173,432

     

197,689

     

61,948

   

Transfer agent fees — Class C Shares

   

5,039

     

13,919

     

489

   

Transfer agent fees — Class R Shares

   

2,644

     

3,208

     

4,745

   

Transfer agent fees — Class Y Shares

   

20,068

     

83,565

     

1,375

   

Trustees' fees

   

21,918

     

22,570

     

6,893

   

Compliance fees

   

1,996

     

2,088

     

540

   

Legal and audit fees

   

25,930

     

27,395

     

12,329

   

State registration and filing fees

   

72,555

     

85,908

     

61,818

   

Interfund lending fees

   

74

     

     

   

Other expenses

   

31,949

     

52,802

     

19,222

   

Total Expenses

   

3,020,365

     

3,928,270

     

900,208

   

Expenses waived/reimbursed by Adviser

   

(288,176

)

   

(41,114

)

   

(30,362

)

 

Net Expenses

   

2,732,189

     

3,887,156

     

869,846

   

Net Investment Income (Loss)

   

(368,637

)

   

(2,964,010

)

   

(643,046

)

 
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities
   

32,101,114

     

36,408,035

     

12,548,237

   
Net change in unrealized appreciation/depreciation
on investment securities
   

32,008,409

     

48,008,708

     

9,277,446

   
Net realized/unrealized gains (losses) on
investments
   

64,109,523

     

84,416,743

     

21,825,683

   

Change in net assets resulting from operations

 

$

63,740,886

   

$

81,452,733

   

$

21,182,637

   

See notes to financial statements.


50



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
RS Small Cap Growth Fund
  Victory
RS Select Growth Fund
  Victory
RS Mid Cap Growth Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

(18,309,524

)

 

$

(14,995,332

)

 

$

(2,580,310

)

 

$

(3,232,574

)

 

$

(2,481,501

)

 

$

(1,546,774

)

 
Net realized gains
(losses) from
investments
   

374,740,043

     

252,184,350

     

54,394,565

     

77,904,223

     

5,937,106

     

40,686,227

   
Net change in
unrealized
appreciation/
depreciation
on investments
   

272,638,580

     

(419,205,443

)

   

19,783,471

     

(91,949,344

)

   

95,247,594

     

(75,203,742

)

 
Change in net assets
resulting from
operations
   

629,069,099

     

(182,016,425

)

   

71,597,726

     

(17,277,695

)

   

98,703,199

     

(36,064,289

)

 
Distributions to
Shareholders:
 

Class A Shares

   

(57,940,117

)

   

(86,181,961

)

   

(11,607,770

)

   

(32,610,434

)

   

     

(12,442,159

)

 

Class C Shares

   

(1,811,529

)

   

(2,657,586

)

   

(3,987,456

)

   

(13,368,504

)

   

     

(3,176,582

)

 

Class R Shares

   

(725,922

)

   

(1,376,192

)

   

(83,853

)

   

(276,329

)

   

     

(212,737

)

 

Class R6 Shares

   

(35,271,765

)

   

(14,758,716

)

   

(33,206

)

   

(72,946

)

   

     

(572,379

)

 

Class Y Shares

   

(91,533,905

)

   

(169,651,115

)

   

(10,834,909

)

   

(42,950,796

)

   

     

(38,217,832

)

 

From return of capital:

 

Class A Shares

   

     

     

     

     

     

(467,768

)

 

Class C Shares

   

     

     

     

     

     

(119,425

)

 

Class R Shares

   

     

     

     

     

     

(7,998

)

 

Class R6 Shares

   

     

     

     

     

     

(21,519

)

 

Class Y Shares

   

     

     

     

     

     

(1,436,814

)

 
Change in net assets
resulting from
distributions to
shareholders
   

(187,283,238

)

   

(274,625,570

)

   

(26,547,194

)

   

(89,279,009

)

   

     

(56,675,213

)

 
Change in net assets
resulting from
capital transactions
   

244,715,312

     

353,743,296

     

(72,669,141

)

   

(90,253,951

)

   

79,815,678

     

(11,193,976

)

 

Change in net assets

   

686,501,173

     

(102,898,699

)

   

(27,618,609

)

   

(196,810,655

)

   

178,518,877

     

(103,933,478

)

 

Net Assets:

 

Beginning of period

   

1,600,637,045

     

1,703,535,744

     

247,783,120

     

444,593,775

     

341,469,122

     

445,402,600

   

End of period

 

$

2,287,138,218

   

$

1,600,637,045

   

$

220,164,511

   

$

247,783,120

   

$

519,987,999

   

$

341,469,122

   

  (Continues on next page)

See notes to financial statements.


51



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Small Cap Growth Fund
  Victory
RS Select Growth Fund
  Victory
RS Mid Cap Growth Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 
Proceeds from
shares issued
 

$

142,955,975

   

$

105,278,656

   

$

8,995,981

   

$

14,046,816

   

$

7,679,624

   

$

8,751,587

   
Distributions
reinvested
   

56,001,065

     

82,149,195

     

11,220,690

     

31,279,068

     

     

12,442,557

   
Cost of shares
redeemed
   

(144,757,608

)

   

(126,357,303

)

   

(34,103,074

)

   

(58,561,445

)

   

(20,994,420

)

   

(35,922,137

)

 
Total Class A
Shares
 

$

54,199,432

   

$

61,070,548

   

$

(13,886,403

)

 

$

(13,235,561

)

 

$

(13,314,796

)

 

$

(14,727,993

)

 

Class C Shares

 
Proceeds from
shares issued
 

$

4,638,000

   

$

8,087,931

   

$

1,172,611

   

$

3,457,448

   

$

1,091,058

   

$

2,830,669

   
Distributions
reinvested
   

1,567,471

     

2,345,566

     

3,691,152

     

12,670,417

     

     

2,550,620

   
Cost of shares
redeemed
   

(4,534,786

)

   

(5,957,121

)

   

(14,429,238

)

   

(19,496,179

)

   

(3,720,853

)

   

(5,849,733

)

 
Total Class C
Shares
 

$

1,670,685

   

$

4,476,376

   

$

(9,565,475

)

 

$

(3,368,314

)

 

$

(2,629,795

)

 

$

(468,444

)

 

Class R Shares

 
Proceeds from
shares issued
 

$

3,104,717

   

$

6,973,887

   

$

229,179

   

$

461,702

   

$

109,581

   

$

266,779

   
Distributions
reinvested
   

725,922

     

1,376,192

     

43,116

     

123,655

     

     

220,735

   
Cost of shares
redeemed
   

(4,973,375

)

   

(6,397,173

)

   

(503,698

)

   

(577,116

)

   

(621,978

)

   

(708,430

)

 
Total Class R
Shares
 

$

(1,142,736

)

 

$

1,952,906

   

$

(231,403

)

 

$

8,241

   

$

(512,397

)

 

$

(220,916

)

 

Class R6 Shares

 
Proceeds from
shares issued
 

$

329,155,802

   

$

124,843,919

   

$

16,248

   

$

117,936

   

$

16,219,140

   

$

2,219,318

   
Distributions
reinvested
   

24,270,509

     

14,369,574

     

33,206

     

72,946

     

     

593,898

   
Cost of shares
redeemed
   

(61,983,716

)

   

(19,320,964

)

   

(27,077

)

   

(1,210

)

   

(1,352,556

)

   

(99,947

)

 
Total Class R6
Shares
 

$

291,442,595

   

$

119,892,529

   

$

22,377

   

$

189,672

   

$

14,866,584

   

$

2,713,269

   

Class Y Shares

 
Proceeds from
shares issued
 

$

289,704,953

   

$

416,879,341

   

$

18,878,964

   

$

28,684,557

   

$

205,621,682

   

$

227,492,113

   
Distributions
reinvested
   

84,364,967

     

148,024,895

     

9,975,034

     

39,382,125

     

     

38,045,473

   
Cost of shares
redeemed
   

(475,524,584

)

   

(398,553,299

)

   

(77,862,235

)

   

(141,914,671

)

   

(124,215,600

)

   

(264,027,478

)

 
Total Class Y
Shares
 

$

(101,454,664

)

 

$

166,350,937

   

$

(49,008,237

)

 

$

(73,847,989

)

 

$

81,406,082

   

$

1,510,108

   
Change in net
assets resulting
from capital
transactions
 

$

244,715,312

   

$

353,743,296

   

$

(72,669,141

)

 

$

(90,253,951

)

 

$

79,815,678

   

$

(11,193,976

)

 

(continues on next page)

See notes to financial statements.


52



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Small Cap Growth Fund
  Victory
RS Select Growth Fund
  Victory
RS Mid Cap Growth Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

1,896,687

     

1,200,807

     

262,448

     

302,025

     

313,448

     

348,050

   

Reinvested

   

739,093

     

1,356,269

     

334,946

     

1,097,126

     

     

629,047

   

Redeemed

   

(1,900,975

)

   

(1,490,844

)

   

(978,442

)

   

(1,344,789

)

   

(851,382

)

   

(1,397,550

)

 
Total Class A
Shares
   

734,805

     

1,066,232

     

(381,048

)

   

54,362

     

(537,934

)

   

(420,453

)

 

Class C Shares

 

Issued

   

73,386

     

110,706

     

42,508

     

96,266

     

52,282

     

145,805

   

Reinvested

   

24,810

     

45,334

     

139,131

     

540,086

     

     

147,862

   

Redeemed

   

(70,038

)

   

(85,559

)

   

(506,621

)

   

(558,364

)

   

(173,253

)

   

(256,898

)

 
Total Class C
Shares
   

28,158

     

70,481

     

(324,982

)

   

77,988

     

(120,971

)

   

36,769

   

Class R Shares

 

Issued

   

44,878

     

82,863

     

8,420

     

13,459

     

4,976

     

10,366

   

Reinvested

   

10,621

     

24,845

     

1,594

     

5,198

     

     

12,162

   

Redeemed

   

(70,784

)

   

(79,211

)

   

(16,917

)

   

(14,324

)

   

(27,710

)

   

(29,842

)

 
Total Class R
Shares
   

(15,285

)

   

28,497

     

(6,903

)

   

4,333

     

(22,734

)

   

(7,314

)

 

Class R6 Shares

 

Issued

   

4,132,995

     

1,459,295

     

430

     

2,231

     

631,514

     

77,219

   

Reinvested

   

304,371

     

227,151

     

931

     

2,430

     

     

28,900

   

Redeemed

   

(778,119

)

   

(217,059

)

   

(787

)

   

(24

)

   

(51,468

)

   

(3,537

)

 
Total Class R6
Shares
   

3,659,247

     

1,469,387

     

574

     

4,637

     

580,046

     

102,582

   

Class Y Shares

 

Issued

   

3,695,019

     

4,671,397

     

523,309

     

606,709

     

8,112,643

     

8,077,236

   

Reinvested

   

1,060,261

     

2,342,907

     

280,987

     

1,315,368

     

     

1,852,263

   

Redeemed

   

(5,965,460

)

   

(4,774,238

)

   

(2,124,164

)

   

(3,107,726

)

   

(4,972,460

)

   

(9,888,828

)

 
Total Class Y
Shares
   

(1,210,180

)

   

2,240,066

     

(1,319,868

)

   

(1,185,649

)

   

3,140,183

     

40,671

   

Change in Shares

   

3,196,745

     

4,874,663

     

(2,032,227

)

   

(1,044,329

)

   

3,038,590

     

(247,745

)

 

See notes to financial statements.


53



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
RS Growth Fund
  Victory
RS Science and
Technology Fund
  Victory
RS Small Cap Equity Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

(368,637

)

 

$

(700,567

)

 

$

(2,964,010

)

 

$

(2,560,543

)

 

$

(643,046

)

 

$

(595,282

)

 
Net realized gains
(losses) from
investments
   

32,101,114

     

28,910,507

     

36,408,035

     

29,219,309

     

12,548,237

     

14,361,115

   
Net change in
unrealized
appreciation/
depreciation on
investments
   

32,008,409

     

(43,461,446

)

   

48,008,708

     

(35,986,495

)

   

9,277,446

     

(18,554,821

)

 
Change in net assets resulting
from operations
   

63,740,886

     

(15,251,506

)

   

81,452,733

     

(9,327,729

)

   

21,182,637

     

(4,788,988

)

 
Distributions to
Shareholders:
 

Class A Shares

   

(21,706,016

)

   

(27,566,639

)

   

(16,847,930

)

   

(20,359,029

)

   

(6,685,748

)

   

(13,226,281

)

 

Class C Shares

   

(511,609

)

   

(842,729

)

   

(1,507,003

)

   

(2,120,416

)

   

(183,966

)

   

(209,470

)

 

Class R Shares

   

(45,536

)

   

(107,275

)

   

(65,870

)

   

(192,779

)

   

(383,511

)

   

(780,300

)

 

Class Y Shares

   

(2,901,012

)

   

(3,780,962

)

   

(6,017,832

)

   

(7,184,754

)

   

(338,729

)

   

(533,247

)

 
Change in net assets resulting
from distributions to
shareholders
   

(25,164,173

)

   

(32,297,605

)

   

(24,438,635

)

   

(29,856,978

)

   

(7,591,954

)

   

(14,749,298

)

 
Change in net assets resulting
from capital transactions
   

1,476,091

     

10,800,103

     

28,962,815

     

53,948,216

     

(1,004,760

)

   

999,823

   

Change in net assets

   

40,052,804

     

(36,749,008

)

   

85,976,913

     

14,763,509

     

12,585,923

     

(18,538,463

)

 

Net Assets:

 

Beginning of period

   

219,601,581

     

256,350,589

     

206,348,077

     

191,584,568

     

57,287,481

     

75,825,944

   

End of period

 

$

259,654,385

   

$

219,601,581

   

$

292,324,990

   

$

206,348,077

   

$

69,873,404

   

$

57,287,481

   

(Continues on next page)

See notes to financial statements.


54



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Growth Fund
  Victory RS Science and
Technology Fund
  Victory
RS Small Cap Equity Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

5,052,289

   

$

6,647,316

   

$

37,207,174

   

$

45,799,664

   

$

2,379,117

   

$

2,996,513

   

Distributions reinvested

   

21,131,656

     

26,853,288

     

16,058,001

     

19,428,046

     

6,575,672

     

13,049,204

   

Cost of shares redeemed

   

(23,856,360

)

   

(22,877,989

)

   

(32,975,335

)

   

(47,927,603

)

   

(9,742,633

)

   

(12,380,756

)

 

Total Class A Shares

 

$

2,327,585

   

$

10,622,615

   

$

20,289,840

   

$

17,300,107

   

$

(787,844

)

 

$

3,664,961

   

Class C Shares

 
Proceeds from shares
issued
 

$

279,641

   

$

890,775

   

$

2,713,477

   

$

3,866,344

   

$

68,990

   

$

528,709

   

Distributions reinvested

   

421,834

     

689,704

     

1,377,592

     

1,929,817

     

183,966

     

209,470

   

Cost of shares redeemed

   

(1,524,992

)

   

(2,955,385

)

   

(4,658,036

)

   

(3,343,244

)

   

(411,685

)

   

(395,878

)

 

Total Class C Shares

 

$

(823,517

)

 

$

(1,374,906

)

 

$

(566,967

)

 

$

2,452,917

   

$

(158,729

)

 

$

342,301

   

Class R Shares

 
Proceeds from shares
issued
 

$

55,535

   

$

160,857

   

$

178,010

   

$

227,735

   

$

211,495

   

$

378,935

   

Distributions reinvested

   

45,536

     

107,275

     

65,870

     

192,779

     

383,511

     

780,300

   

Cost of shares redeemed

   

(255,531

)

   

(421,435

)

   

(447,000

)

   

(1,256,857

)

   

(468,593

)

   

(1,202,751

)

 

Total Class R Shares

 

$

(154,460

)

 

$

(153,303

)

 

$

(203,120

)

 

$

(836,343

)

 

$

126,413

   

$

(43,516

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

3,050,227

   

$

3,514,242

   

$

38,822,411

   

$

67,459,196

   

$

1,004,953

   

$

1,935,138

   

Distributions reinvested

   

2,783,706

     

3,588,161

     

5,687,567

     

6,895,347

     

338,056

     

530,782

   

Cost of shares redeemed

   

(5,707,450

)

   

(5,396,706

)

   

(35,066,916

)

   

(39,323,008

)

   

(1,527,609

)

   

(5,429,843

)

 

Total Class Y Shares

 

$

126,483

   

$

1,705,697

   

$

9,443,062

   

$

35,031,535

   

$

(184,600

)

 

$

(2,963,923

)

 
Change in net assets resulting
from capital transactions
 

$

1,476,091

   

$

10,800,103

   

$

28,962,815

   

$

53,948,216

   

$

(1,004,760

)

 

$

999,823

   

(continues on next page)

See notes to financial statements.


55



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Growth Fund
  Victory RS Science and
Technology Fund
  Victory
RS Small Cap Equity Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

255,580

     

310,179

     

1,623,445

     

1,863,602

     

147,134

     

147,464

   

Reinvested

   

1,113,364

     

1,650,479

     

701,529

     

1,077,540

     

417,238

     

1,016,293

   

Redeemed

   

(1,218,205

)

   

(1,077,534

)

   

(1,441,083

)

   

(2,057,895

)

   

(603,671

)

   

(654,258

)

 

Total Class A Shares

   

150,739

     

883,124

     

883,891

     

883,247

     

(39,299

)

   

509,499

   

Class C Shares

 

Issued

   

17,290

     

53,479

     

150,655

     

206,957

     

12,495

     

77,353

   

Reinvested

   

27,321

     

50,531

     

79,309

     

136,190

     

45,312

     

48,044

   

Redeemed

   

(94,041

)

   

(172,906

)

   

(260,527

)

   

(187,012

)

   

(82,079

)

   

(40,999

)

 

Total Class C Shares

   

(49,430

)

   

(68,896

)

   

(30,563

)

   

156,135

     

(24,272

)

   

84,398

   

Class R Shares

 

Issued

   

3,130

     

7,993

     

9,259

     

10,724

     

16,640

     

22,190

   

Reinvested

   

2,666

     

7,205

     

3,431

     

12,486

     

31,721

     

76,350

   

Redeemed

   

(14,840

)

   

(24,044

)

   

(22,942

)

   

(67,986

)

   

(38,038

)

   

(85,841

)

 

Total Class R Shares

   

(9,044

)

   

(8,846

)

   

(10,252

)

   

(44,776

)

   

10,323

     

12,699

   

Class Y Shares

 

Issued

   

148,829

     

161,376

     

1,584,545

     

2,542,760

     

60,144

     

109,862

   

Reinvested

   

140,237

     

212,192

     

229,060

     

355,614

     

20,842

     

40,364

   

Redeemed

   

(276,822

)

   

(248,627

)

   

(1,445,941

)

   

(1,590,202

)

   

(89,723

)

   

(276,436

)

 

Total Class Y Shares

   

12,244

     

124,941

     

367,664

     

1,308,172

     

(8,737

)

   

(126,210

)

 

Change in Shares

   

104,509

     

930,323

     

1,210,740

     

2,302,778

     

(61,985

)

   

480,386

   

See notes to financial statements.


56



This page is intentionally left blank.


57



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Small Cap Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

61.11

     

(0.80

)

   

23.84

     

23.04

     

     

(6.96

)

 

Year Ended 12/31/18

 

$

80.96

     

(0.83

)

   

(6.54

)

   

(7.37

)

   

     

(12.48

)

 

Year Ended 12/31/17

 

$

65.31

     

(0.75

)

   

24.13

     

23.38

     

     

(7.73

)

 

Year Ended 12/31/16

 

$

64.73

     

(0.55

)

   

1.13

     

0.58

     

     

   

Year Ended 12/31/15

 

$

65.53

     

(0.74

)

   

0.80

     

0.06

     

     

(0.86

)

 

Class C

 

Year Ended 12/31/19

 

$

52.19

     

(1.17

)

   

20.28

     

19.11

     

     

(6.96

)

 

Year Ended 12/31/18

 

$

71.70

     

(1.31

)

   

(5.72

)

   

(7.03

)

   

     

(12.48

)

 

Year Ended 12/31/17

 

$

58.97

     

(1.18

)

   

21.64

     

20.46

     

     

(7.73

)

 

Year Ended 12/31/16

 

$

58.90

     

(0.90

)

   

0.97

     

0.07

     

     

   

Year Ended 12/31/15

 

$

60.15

     

(1.15

)

   

0.76

     

(0.39

)

   

     

(0.86

)

 

Class R

 

Year Ended 12/31/19

 

$

55.87

     

(1.05

)

   

21.75

     

20.70

     

     

(6.96

)

 

Year Ended 12/31/18

 

$

75.55

     

(1.15

)

   

(6.05

)

   

(7.20

)

   

     

(12.48

)

 

Year Ended 12/31/17

 

$

61.63

     

(1.04

)

   

22.69

     

21.65

     

     

(7.73

)

 

Year Ended 12/31/16

 

$

61.27

     

(0.68

)

   

1.04

     

0.36

     

     

   

Year Ended 12/31/15

 

$

62.28

     

(0.93

)

   

0.78

     

(0.15

)

   

     

(0.86

)

 

Class R6

 

Year Ended 12/31/19

 

$

63.83

     

(0.58

)

   

24.95

     

24.37

     

     

(6.96

)

 

Year Ended 12/31/18

 

$

83.67

     

(0.58

)

   

(6.78

)

   

(7.36

)

   

     

(12.48

)

 
7/12/17(c) through
12/31/17
 

$

79.23

     

(0.41

)

   

12.58

     

12.17

     

     

(7.73

)

 

Class Y

 

Year Ended 12/31/19

 

$

63.75

     

(0.62

)

   

24.89

     

24.27

     

     

(6.96

)

 

Year Ended 12/31/18

 

$

83.64

     

(0.61

)

   

(6.80

)

   

(7.41

)

   

     

(12.48

)

 

Year Ended 12/31/17

 

$

67.08

     

(0.53

)

   

24.82

     

24.29

     

     

(7.73

)

 

Year Ended 12/31/16

 

$

66.32

     

(0.39

)

   

1.16

     

0.77

     

(0.01

)

   

   

Year Ended 12/31/15

 

$

67.04

     

(0.56

)

   

0.81

     

0.25

     

(0.11

)

   

(0.86

)

 

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

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

(c)  Commencement of operations.

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

(e)  Annualized for periods less than one year.

See notes to financial statements.


58



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Small Cap Growth Fund

 

Class A

 

Year Ended 12/31/19

   

(6.96

)

 

$

77.19

     

37.91

%

   

1.40

%

   

(1.06

)%

   

1.44

%

 

$

687,425

     

100

%

 

Year Ended 12/31/18

   

(12.48

)

 

$

61.11

     

(8.97

)%

   

1.40

%

   

(0.94

)%

   

1.45

%

 

$

499,350

     

86

%

 

Year Ended 12/31/17

   

(7.73

)

 

$

80.96

     

36.86

%

   

1.40

%

   

(1.00

)%

   

1.44

%

 

$

575,227

     

107

%

 

Year Ended 12/31/16

   

   

$

65.31

     

0.90

%

   

1.40

%

   

(0.92

)%

   

1.45

%

 

$

481,125

     

91

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

64.73

     

0.08

%

   

1.40

%

   

(1.07

)%

   

1.41

%

 

$

767,304

     

94

%

 

Class C

 

Year Ended 12/31/19

   

(6.96

)

 

$

64.34

     

36.88

%

   

2.16

%

   

(1.82

)%

   

2.27

%

 

$

18,581

     

100

%

 

Year Ended 12/31/18

   

(12.48

)

 

$

52.19

     

(9.66

)%

   

2.16

%

   

(1.71

)%

   

2.26

%

 

$

13,602

     

86

%

 

Year Ended 12/31/17

   

(7.73

)

 

$

71.70

     

35.84

%

   

2.16

%

   

(1.75

)%

   

2.23

%

 

$

13,633

     

107

%

 

Year Ended 12/31/16

   

   

$

58.97

     

0.12

%

   

2.16

%

   

(1.67

)%

   

2.22

%

 

$

13,035

     

91

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

58.90

     

(0.67

)%

   

2.16

%

   

(1.67

)%

   

2.22

%

 

$

20,878

     

94

%

 

Class R

 

Year Ended 12/31/19

   

(6.96

)

 

$

69.61

     

37.28

%

   

1.86

%

   

(1.52

)%

   

1.93

%

 

$

8,012

     

100

%

 

Year Ended 12/31/18

   

(12.48

)

 

$

55.87

     

(9.39

)%

   

1.86

%

   

(1.40

)%

   

1.87

%

 

$

7,285

     

86

%

 

Year Ended 12/31/17

   

(7.73

)

 

$

75.55

     

36.24

%

   

1.86

%

   

(1.46

)%

   

1.94

%

 

$

7,698

     

107

%

 

Year Ended 12/31/16

   

   

$

61.63

     

0.59

%

   

1.70

%

   

(1.20

)%

   

1.70

%

 

$

5,371

     

91

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

61.27

     

(0.26

)%

   

1.75

%

   

(1.41

)%

   

1.75

%

 

$

5,241

     

94

%

 

Class R6

 

Year Ended 12/31/19

   

(6.96

)

 

$

81.24

     

38.38

%

   

1.06

%

   

(0.72

)%

   

1.06

%

 

$

441,471

     

100

%

 

Year Ended 12/31/18

   

(12.48

)

 

$

63.83

     

(8.66

)%

   

1.06

%

   

(0.64

)%

   

1.10

%

 

$

113,288

     

86

%

 
7/12/17(c) through
12/31/17
   

(7.73

)

 

$

83.67

     

16.23

%(d)

   

1.06

%(e)

   

(1.03

)%(e)

   

1.41

%(e)

 

$

25,551

     

107

%(d)

 

Class Y

 

Year Ended 12/31/19

   

(6.96

)

 

$

81.06

     

38.29

%

   

1.13

%

   

(0.79

)%

   

1.15

%

 

$

1,131,648

     

100

%

 

Year Ended 12/31/18

   

(12.48

)

 

$

63.75

     

(8.72

)%

   

1.13

%

   

(0.67

)%

   

1.15

%

 

$

967,112

     

86

%

 

Year Ended 12/31/17

   

(7.73

)

 

$

83.64

     

37.23

%

   

1.13

%

   

(0.68

)%

   

1.17

%

 

$

1,081,427

     

107

%

 

Year Ended 12/31/16

   

(0.01

)

 

$

67.08

     

1.16

%

   

1.13

%

   

(0.64

)%

   

1.21

%

 

$

1,379,669

     

91

%

 

Year Ended 12/31/15

   

(0.97

)

 

$

66.32

     

0.36

%

   

1.13

%

   

(0.79

)%

   

1.18

%

 

$

1,576,927

     

94

%

 

See notes to financial statements.


59



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Select Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

28.96

     

(0.37

)

   

9.68

     

9.31

     

(4.46

)

   

(4.46

)

 

Year Ended 12/31/18

 

$

46.03

     

(0.42

)

   

(3.12

)

   

(3.54

)

   

(13.53

)

   

(13.53

)

 

Year Ended 12/31/17

 

$

45.04

     

(0.43

)

   

8.16

     

7.73

     

(6.74

)

   

(6.74

)

 

Year Ended 12/31/16

 

$

43.54

     

(0.32

)

   

3.30

     

2.98

     

(1.48

)

   

(1.48

)

 

Year Ended 12/31/15

 

$

47.80

     

(0.41

)

   

0.24

     

(0.17

)

   

(4.09

)

   

(4.09

)

 

Class C

 

Year Ended 12/31/19

 

$

23.82

     

(0.53

)

   

7.94

     

7.41

     

(4.46

)

   

(4.46

)

 

Year Ended 12/31/18

 

$

40.80

     

(0.70

)

   

(2.75

)

   

(3.45

)

   

(13.53

)

   

(13.53

)

 

Year Ended 12/31/17

 

$

40.89

     

(0.73

)

   

7.38

     

6.65

     

(6.74

)

   

(6.74

)

 

Year Ended 12/31/16

 

$

39.97

     

(0.60

)

   

3.00

     

2.40

     

(1.48

)

   

(1.48

)

 

Year Ended 12/31/15

 

$

44.57

     

(0.74

)

   

0.23

     

(0.51

)

   

(4.09

)

   

(4.09

)

 

Class R

 

Year Ended 12/31/19

 

$

24.16

     

(0.45

)

   

8.05

     

7.60

     

(4.46

)

   

(4.46

)

 

Year Ended 12/31/18

 

$

41.06

     

(0.59

)

   

(2.78

)

   

(3.37

)

   

(13.53

)

   

(13.53

)

 

Year Ended 12/31/17

 

$

41.00

     

(0.61

)

   

7.41

     

6.80

     

(6.74

)

   

(6.74

)

 

Year Ended 12/31/16

 

$

39.93

     

(0.46

)

   

3.01

     

2.55

     

(1.48

)

   

(1.48

)

 

Year Ended 12/31/15

 

$

44.40

     

(0.59

)

   

0.21

     

(0.38

)

   

(4.09

)

   

(4.09

)

 

Class R6

 

Year Ended 12/31/19

 

$

30.50

     

(0.27

)

   

10.22

     

9.95

     

(4.46

)

   

(4.46

)

 

Year Ended 12/31/18

 

$

47.53

     

(0.29

)

   

(3.21

)

   

(3.50

)

   

(13.53

)

   

(13.53

)

 

Year Ended 12/31/17

 

$

46.16

     

(0.28

)

   

8.39

     

8.11

     

(6.74

)

   

(6.74

)

 
11/15/16(c) through
12/31/16
 

$

46.65

     

(0.03

)

   

1.02

     

0.99

     

(1.48

)

   

(1.48

)

 

Class Y

 

Year Ended 12/31/19

 

$

30.41

     

(0.29

)

   

10.18

     

9.89

     

(4.46

)

   

(4.46

)

 

Year Ended 12/31/18

 

$

47.47

     

(0.30

)

   

(3.23

)

   

(3.53

)

   

(13.53

)

   

(13.53

)

 

Year Ended 12/31/17

 

$

46.15

     

(0.31

)

   

8.37

     

8.06

     

(6.74

)

   

(6.74

)

 

Year Ended 12/31/16

 

$

44.47

     

(0.21

)

   

3.37

     

3.16

     

(1.48

)

   

(1.48

)

 

Year Ended 12/31/15

 

$

48.61

     

(0.29

)

   

0.24

     

(0.05

)

   

(4.09

)

   

(4.09

)

 

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

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

(c)  Commencement of operations.

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

(e)  Annualized for periods less than one year.

See notes to financial statements.


60



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Select Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

33.81

     

32.29

%

   

1.40

%

   

(1.06

)%

   

1.52

%

 

$

97,337

     

74

%

 

Year Ended 12/31/18

 

$

28.96

     

(7.23

)%

   

1.40

%

   

(0.86

)%

   

1.50

%

 

$

94,393

     

79

%

 

Year Ended 12/31/17

 

$

46.03

     

17.10

%

   

1.40

%

   

(0.88

)%

   

1.49

%

 

$

147,531

     

69

%

 

Year Ended 12/31/16

 

$

45.04

     

6.85

%

   

1.40

%

   

(0.74

)%

   

1.47

%

 

$

170,825

     

89

%

 

Year Ended 12/31/15

 

$

43.54

     

(0.38

)%

   

1.40

%

   

(0.84

)%

   

1.44

%

 

$

238

     

86

%

 

Class C

 

Year Ended 12/31/19

 

$

26.77

     

31.28

%

   

2.18

%

   

(1.84

)%

   

2.30

%

 

$

26,988

     

74

%

 

Year Ended 12/31/18

 

$

23.82

     

(7.98

)%

   

2.18

%

   

(1.64

)%

   

2.25

%

 

$

31,754

     

79

%

 

Year Ended 12/31/17

 

$

40.80

     

16.19

%

   

2.18

%

   

(1.66

)%

   

2.24

%

 

$

51,208

     

69

%

 

Year Ended 12/31/16

 

$

40.89

     

6.04

%

   

2.18

%

   

(1.52

)%

   

2.23

%

 

$

63,841

     

89

%

 

Year Ended 12/31/15

 

$

39.97

     

(1.17

)%

   

2.18

%

   

(1.62

)%

   

2.20

%

 

$

83

     

86

%

 

Class R

 

Year Ended 12/31/19

 

$

27.30

     

31.63

%

   

1.91

%

   

(1.57

)%

   

4.35

%

 

$

604

     

74

%

 

Year Ended 12/31/18

 

$

24.16

     

(7.70

)%

   

1.91

%

   

(1.38

)%

   

3.60

%

 

$

701

     

79

%

 

Year Ended 12/31/17

 

$

41.06

     

16.51

%

   

1.91

%

   

(1.39

)%

   

2.90

%

 

$

1,014

     

69

%

 

Year Ended 12/31/16

 

$

41.00

     

6.39

%

   

1.82

%

   

(1.17

)%

   

1.82

%

 

$

1,440

     

89

%

 

Year Ended 12/31/15

 

$

39.93

     

(0.88

)%

   

1.90

%

   

(1.30

)%

   

1.90

%

 

$

2

     

86

%

 

Class R6

 

Year Ended 12/31/19

 

$

35.99

     

32.76

%

   

1.06

%

   

(0.72

)%

   

5.46

%

 

$

302

     

74

%

 

Year Ended 12/31/18

 

$

30.50

     

(6.92

)%

   

1.06

%

   

(0.59

)%

   

6.33

%

 

$

239

     

79

%

 

Year Ended 12/31/17

 

$

47.53

     

17.48

%

   

1.06

%

   

(0.55

)%

   

27.47

%

 

$

151

     

69

%

 
11/15/16(c) through
12/31/16
 

$

46.16

     

2.15

%(d)

   

1.06

%(e)

   

(0.43

)%(e)

   

26.37

%(e)

 

$

51

     

89

%(d)

 

Class Y

 

Year Ended 12/31/19

 

$

35.84

     

32.66

%

   

1.14

%

   

(0.80

)%

   

1.23

%

 

$

94,933

     

74

%

 

Year Ended 12/31/18

 

$

30.41

     

(7.02

)%

   

1.14

%

   

(0.59

)%

   

1.21

%

 

$

120,696

     

79

%

 

Year Ended 12/31/17

 

$

47.47

     

17.40

%

   

1.14

%

   

(0.62

)%

   

1.20

%

 

$

244,689

     

69

%

 

Year Ended 12/31/16

 

$

46.15

     

7.13

%

   

1.14

%

   

(0.49

)%

   

1.20

%

 

$

287,970

     

89

%

 

Year Ended 12/31/15

 

$

44.47

     

(0.12

)%

   

1.14

%

   

(0.58

)%

   

1.18

%

 

$

403

     

86

%

 

See notes to financial statements.


61



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Mid Cap Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

19.96

     

(0.17

)

   

5.77

     

5.60

     

     

   

Year Ended 12/31/18

 

$

25.77

     

(0.14

)

   

(1.79

)

   

(1.93

)

   

(3.00

)

   

(0.88

)

 

Year Ended 12/31/17

 

$

21.32

     

(0.10

)

   

4.55

     

4.45

     

     

   

Year Ended 12/31/16

 

$

20.29

     

(0.07

)

   

1.10

     

1.03

     

     

   

Year Ended 12/31/15

 

$

20.14

     

(0.08

)

   

0.23

     

0.15

     

     

   

Class C

 

Year Ended 12/31/19

 

$

17.40

     

(0.34

)

   

5.02

     

4.68

     

     

   

Year Ended 12/31/18

 

$

23.22

     

(0.35

)

   

(1.59

)

   

(1.94

)

   

(3.65

)

   

(0.23

)

 

Year Ended 12/31/17

 

$

19.38

     

(0.28

)

   

4.12

     

3.84

     

     

   

Year Ended 12/31/16

 

$

18.61

     

(0.23

)

   

1.00

     

0.77

     

     

   

Year Ended 12/31/15

 

$

18.64

     

(0.25

)

   

0.22

     

(0.03

)

   

     

   

Class R

 

Year Ended 12/31/19

 

$

18.31

     

(0.28

)

   

5.29

     

5.01

     

     

   

Year Ended 12/31/18

 

$

24.14

     

(0.29

)

   

(1.66

)

   

(1.95

)

   

(3.86

)

   

(0.02

)

 

Year Ended 12/31/17

 

$

20.09

     

(0.23

)

   

4.28

     

4.05

     

     

   

Year Ended 12/31/16

 

$

19.22

     

(0.16

)

   

1.03

     

0.87

     

     

   

Year Ended 12/31/15

 

$

19.18

     

(0.18

)

   

0.22

     

0.04

     

     

   

Class R6

 

Year Ended 12/31/19

 

$

20.74

     

(0.11

)

   

6.00

     

5.89

     

     

   

Year Ended 12/31/18

 

$

26.55

     

(0.07

)

   

(1.86

)

   

(1.93

)

   

(3.84

)

   

(0.04

)

 

Year Ended 12/31/17

 

$

21.90

     

(0.04

)

   

4.69

     

4.65

     

     

   
11/15/16(c) through
12/31/16
 

$

21.30

     

(d)

   

0.60

     

0.60

     

     

   

Class Y

 

Year Ended 12/31/19

 

$

20.73

     

(0.11

)

   

5.99

     

5.88

     

     

   

Year Ended 12/31/18

 

$

26.54

     

(0.08

)

   

(1.85

)

   

(1.93

)

   

(1.17

)

   

(2.71

)

 

Year Ended 12/31/17

 

$

21.90

     

(0.04

)

   

4.68

     

4.64

     

     

   

Year Ended 12/31/16

 

$

20.79

     

(0.02

)

   

1.13

     

1.11

     

     

   

Year Ended 12/31/15

 

$

20.58

     

(0.03

)

   

0.24

     

0.21

     

     

   

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

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

(c)  Commencement of operations.

(d)  Amount is less than $0.005.

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

(f)  Annualized for periods less than one year.

See notes to financial statements.


62



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Mid Cap Growth Fund

 

Class A

 

Year Ended 12/31/19

   

   

$

25.56

     

28.06

%

   

1.20

%

   

(0.67

)%

   

1.35

%

 

$

82,888

     

86

%

 

Year Ended 12/31/18

   

(3.88

)

 

$

19.96

     

(7.37

)%

   

1.20

%

   

(0.53

)%

   

1.34

%

 

$

75,451

     

126

%

 

Year Ended 12/31/17

   

   

$

25.77

     

20.87

%

   

1.20

%

   

(0.44

)%

   

1.29

%

 

$

108,271

     

86

%

 

Year Ended 12/31/16

   

   

$

21.32

     

5.08

%

   

1.20

%

   

(0.35

)%

   

1.27

%

 

$

231,056

     

138

%

 

Year Ended 12/31/15

   

   

$

20.29

     

0.74

%

   

1.23

%

   

(0.39

)%

   

1.31

%

 

$

196,437

     

120

%

 

Class C

 

Year Ended 12/31/19

   

   

$

22.08

     

26.90

%

   

2.11

%

   

(1.58

)%

   

2.12

%

 

$

20,266

     

86

%

 

Year Ended 12/31/18

   

(3.88

)

 

$

17.40

     

(8.23

)%

   

2.11

%

   

(1.44

)%

   

2.12

%

 

$

18,072

     

126

%

 

Year Ended 12/31/17

   

   

$

23.22

     

19.81

%

   

2.10

%

   

(1.33

)%

   

2.10

%

 

$

23,264

     

86

%

 

Year Ended 12/31/16

   

   

$

19.38

     

4.14

%

   

2.11

%

   

(1.25

)%

   

2.11

%

 

$

24,618

     

138

%

 

Year Ended 12/31/15

   

   

$

18.61

     

(0.16

)%

   

2.11

%

   

(1.30

)%

   

2.11

%

 

$

26,793

     

120

%

 

Class R

 

Year Ended 12/31/19

   

   

$

23.32

     

27.36

%

   

1.80

%

   

(1.26

)%

   

3.41

%

 

$

927

     

86

%

 

Year Ended 12/31/18

   

(3.88

)

 

$

18.31

     

(7.99

)%

   

1.80

%

   

(1.13

)%

   

2.68

%

 

$

1,144

     

126

%

 

Year Ended 12/31/17

   

   

$

24.14

     

20.21

%

   

1.80

%

   

(1.03

)%

   

2.43

%

 

$

1,685

     

86

%

 

Year Ended 12/31/16

   

   

$

20.09

     

4.53

%

   

1.69

%

   

(0.84

)%

   

1.69

%

 

$

1,486

     

138

%

 

Year Ended 12/31/15

   

   

$

19.22

     

0.21

%

   

1.74

%

   

(0.93

)%

   

1.74

%

 

$

1,740

     

120

%

 

Class R6

 

Year Ended 12/31/19

   

   

$

26.63

     

28.40

%

   

0.94

%

   

(0.44

)%

   

1.05

%

 

$

20,321

     

86

%

 

Year Ended 12/31/18

   

(3.88

)

 

$

20.74

     

(7.15

)%

   

0.94

%

   

(0.26

)%

   

1.32

%

 

$

3,793

     

126

%

 

Year Ended 12/31/17

   

   

$

26.55

     

21.23

%

   

0.94

%

   

(0.17

)%

   

2.26

%

 

$

2,132

     

86

%

 
11/15/16(c) through
12/31/16
   

   

$

21.90

     

2.82

%(e)

   

0.94

%(f)

   

(0.02

)%(f)

   

25.90

%(f)

 

$

60

     

138

%(e)

 

Class Y

 

Year Ended 12/31/19

   

   

$

26.61

     

28.36

%

   

0.95

%

   

(0.43

)%

   

1.10

%

 

$

395,586

     

86

%

 

Year Ended 12/31/18

   

(3.88

)

 

$

20.73

     

(7.15

)%

   

0.95

%

   

(0.27

)%

   

1.05

%

 

$

243,009

     

126

%

 

Year Ended 12/31/17

   

   

$

26.54

     

21.19

%

   

0.95

%

   

(0.18

)%

   

1.06

%

 

$

310,050

     

86

%

 

Year Ended 12/31/16

   

   

$

21.90

     

5.34

%

   

0.95

%

   

(0.10

)%

   

1.05

%

 

$

168,936

     

138

%

 

Year Ended 12/31/15

   

   

$

20.79

     

1.02

%

   

0.97

%

   

(0.15

)%

   

1.08

%

 

$

173,629

     

120

%

 

See notes to financial statements.


63



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

16.40

     

(0.03

)

   

4.90

     

4.87

     

(2.05

)

   

(2.05

)

 

Year Ended 12/31/18

 

$

20.60

     

(0.06

)

   

(1.36

)

   

(1.42

)

   

(2.78

)

   

(2.78

)

 

Year Ended 12/31/17

 

$

16.44

     

(0.02

)

   

5.24

     

5.22

     

(1.06

)

   

(1.06

)

 

Year Ended 12/31/16

 

$

17.49

     

(0.02

)

   

0.36

     

0.34

     

(1.39

)

   

(1.39

)

 

Year Ended 12/31/15

 

$

18.01

     

(0.03

)

   

0.74

     

0.71

     

(1.23

)

   

(1.23

)

 

Class C

 

Year Ended 12/31/19

 

$

13.75

     

(0.16

)

   

4.09

     

3.93

     

(2.05

)

   

(2.05

)

 

Year Ended 12/31/18

 

$

17.90

     

(0.21

)

   

(1.16

)

   

(1.37

)

   

(2.78

)

   

(2.78

)

 

Year Ended 12/31/17

 

$

14.51

     

(0.15

)

   

4.60

     

4.45

     

(1.06

)

   

(1.06

)

 

Year Ended 12/31/16

 

$

15.73

     

(0.14

)

   

0.31

     

0.17

     

(1.39

)

   

(1.39

)

 

Year Ended 12/31/15

 

$

16.45

     

(0.17

)

   

0.68

     

0.51

     

(1.23

)

   

(1.23

)

 

Class R

 

Year Ended 12/31/19

 

$

15.00

     

(0.14

)

   

4.48

     

4.34

     

(2.05

)

   

(2.05

)

 

Year Ended 12/31/18

 

$

19.22

     

(0.18

)

   

(1.26

)

   

(1.44

)

   

(2.78

)

   

(2.78

)

 

Year Ended 12/31/17

 

$

15.49

     

(0.13

)

   

4.92

     

4.79

     

(1.06

)

   

(1.06

)

 

Year Ended 12/31/16

 

$

16.65

     

(0.11

)

   

0.34

     

0.23

     

(1.39

)

   

(1.39

)

 

Year Ended 12/31/15

 

$

17.31

     

(0.14

)

   

0.71

     

0.57

     

(1.23

)

   

(1.23

)

 

Class Y

 

Year Ended 12/31/19

 

$

17.04

     

0.02

     

5.10

     

5.12

     

(2.05

)

   

(2.05

)

 

Year Ended 12/31/18

 

$

21.23

     

(c)

   

(1.41

)

   

(1.41

)

   

(2.78

)

   

(2.78

)

 

Year Ended 12/31/17

 

$

16.88

     

0.03

     

5.38

     

5.41

     

(1.06

)

   

(1.06

)

 

Year Ended 12/31/16

 

$

17.87

     

0.03

     

0.37

     

0.40

     

(1.39

)

   

(1.39

)

 

Year Ended 12/31/15

 

$

18.33

     

0.02

     

0.75

     

0.77

     

(1.23

)

   

(1.23

)

 

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

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

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

See notes to financial statements.


64



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Growth Fund

 

Class A

 

Year Ended 12/31/19

 

$

19.22

     

29.83

%

   

1.10

%

   

(0.16

)%

   

1.19

%

 

$

223,503

     

95

%

 

Year Ended 12/31/18

 

$

16.40

     

(6.81

)%

   

1.10

%

   

(0.28

)%

   

1.19

%

 

$

188,220

     

87

%

 

Year Ended 12/31/17

 

$

20.60

     

31.75

%

   

1.10

%

   

(0.09

)%

   

1.20

%

 

$

218,238

     

74

%

 

Year Ended 12/31/16

 

$

16.44

     

1.86

%

   

1.10

%

   

(0.09

)%

   

1.20

%

 

$

189,921

     

123

%

 

Year Ended 12/31/15

 

$

17.49

     

3.94

%

   

1.10

%

   

(0.18

)%

   

1.19

%

 

$

204,027

     

105

%

 

Class C

 

Year Ended 12/31/19

 

$

15.63

     

28.74

%

   

1.93

%

   

(0.99

)%

   

2.33

%

 

$

4,240

     

95

%

 

Year Ended 12/31/18

 

$

13.75

     

(7.56

)%

   

1.93

%

   

(1.10

)%

   

2.20

%

 

$

4,409

     

87

%

 

Year Ended 12/31/17

 

$

17.90

     

30.57

%

   

1.93

%

   

(0.92

)%

   

2.10

%

 

$

6,974

     

74

%

 

Year Ended 12/31/16

 

$

14.51

     

1.05

%

   

1.93

%

   

(0.93

)%

   

2.06

%

 

$

8,487

     

123

%

 

Year Ended 12/31/15

 

$

15.73

     

3.09

%

   

1.93

%

   

(1.02

)%

   

2.02

%

 

$

11,553

     

105

%

 

Class R

 

Year Ended 12/31/19

 

$

17.29

     

29.08

%

   

1.71

%

   

(0.77

)%

   

5.41

%

 

$

438

     

95

%

 

Year Ended 12/31/18

 

$

15.00

     

(7.41

)%

   

1.71

%

   

(0.88

)%

   

3.49

%

 

$

516

     

87

%

 

Year Ended 12/31/17

 

$

19.22

     

30.92

%

   

1.71

%

   

(0.70

)%

   

2.72

%

 

$

830

     

74

%

 

Year Ended 12/31/16

 

$

15.49

     

1.29

%

   

1.71

%

   

(0.69

)%

   

1.77

%

 

$

1,054

     

123

%

 

Year Ended 12/31/15

 

$

16.65

     

3.28

%

   

1.71

%

   

(0.80

)%

   

1.79

%

 

$

979

     

105

%

 

Class Y

 

Year Ended 12/31/19

 

$

20.11

     

30.18

%

   

0.83

%

   

0.11

%

   

0.98

%

 

$

31,473

     

95

%

 

Year Ended 12/31/18

 

$

17.04

     

(6.56

)%

   

0.83

%

   

(0.01

)%

   

0.97

%

 

$

26,457

     

87

%

 

Year Ended 12/31/17

 

$

21.23

     

32.05

%

   

0.83

%

   

0.17

%

   

0.97

%

 

$

30,309

     

74

%

 

Year Ended 12/31/16

 

$

16.88

     

2.16

%

   

0.83

%

   

0.17

%

   

0.95

%

 

$

25,107

     

123

%

 

Year Ended 12/31/15

 

$

17.87

     

4.20

%

   

0.83

%

   

0.10

%

   

0.95

%

 

$

38,301

     

105

%

 

See notes to financial statements.


65



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Science and Technology Fund

 

Class A

 

Year Ended 12/31/19

 

$

18.34

     

(0.26

)

   

7.43

     

7.17

     

(2.14

)

   

(2.14

)

 

Year Ended 12/31/18

 

$

21.56

     

(0.27

)

   

0.06

(c)

   

(0.21

)

   

(3.01

)

   

(3.01

)

 

Year Ended 12/31/17

 

$

17.49

     

(0.25

)

   

8.04

     

7.79

     

(3.72

)

   

(3.72

)

 

Year Ended 12/31/16

 

$

17.35

     

(0.22

)

   

2.64

     

2.42

     

(2.28

)

   

(2.28

)

 

Year Ended 12/31/15

 

$

18.13

     

(0.19

)

   

1.26

     

1.07

     

(1.85

)

   

(1.85

)

 

Class C

 

Year Ended 12/31/19

 

$

14.40

     

(0.35

)

   

5.82

     

5.47

     

(2.14

)

   

(2.14

)

 

Year Ended 12/31/18

 

$

17.73

     

(0.38

)

   

0.06

(c)

   

(0.32

)

   

(3.01

)

   

(3.01

)

 

Year Ended 12/31/17

 

$

14.96

     

(0.36

)

   

6.85

     

6.49

     

(3.72

)

   

(3.72

)

 

Year Ended 12/31/16

 

$

15.25

     

(0.31

)

   

2.30

     

1.99

     

(2.28

)

   

(2.28

)

 

Year Ended 12/31/15

 

$

16.27

     

(0.29

)

   

1.12

     

0.83

     

(1.85

)

   

(1.85

)

 

Class R

 

Year Ended 12/31/19

 

$

15.70

     

(0.31

)

   

6.35

     

6.04

     

(2.14

)

   

(2.14

)

 

Year Ended 12/31/18

 

$

18.99

     

(0.33

)

   

0.05

(c)

   

(0.28

)

   

(3.01

)

   

(3.01

)

 

Year Ended 12/31/17

 

$

15.78

     

(0.31

)

   

7.24

     

6.93

     

(3.72

)

   

(3.72

)

 

Year Ended 12/31/16

 

$

15.91

     

(0.26

)

   

2.41

     

2.15

     

(2.28

)

   

(2.28

)

 

Year Ended 12/31/15

 

$

16.85

     

(0.25

)

   

1.16

     

0.91

     

(1.85

)

   

(1.85

)

 

Class Y

 

Year Ended 12/31/19

 

$

19.72

     

(0.22

)

   

8.00

     

7.78

     

(2.14

)

   

(2.14

)

 

Year Ended 12/31/18

 

$

22.90

     

(0.22

)

   

0.05

(c)

   

(0.17

)

   

(3.01

)

   

(3.01

)

 

Year Ended 12/31/17

 

$

18.37

     

(0.21

)

   

8.46

     

8.25

     

(3.72

)

   

(3.72

)

 

Year Ended 12/31/16

 

$

18.08

     

(0.18

)

   

2.75

     

2.57

     

(2.28

)

   

(2.28

)

 

Year Ended 12/31/15

 

$

18.78

     

(0.14

)

   

1.29

     

1.15

     

(1.85

)

   

(1.85

)

 

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

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

(c)  The amount shown for a share outstanding throughout the period does not accord with the change in net assets resulting from operations during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

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

(e)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.


66



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
 
Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Science and Technology Fund

 

Class A

 

Year Ended 12/31/19

   

   

$

23.37

     

39.32

%

   

1.48

%

   

(1.14

)%

   

1.48

%

 

$

199,591

     

88

%

 

Year Ended 12/31/18

   

   

$

18.34

     

(0.73

)%

   

1.47

%

   

(1.10

)%

   

1.47

%

 

$

140,389

     

83

%

 

Year Ended 12/31/17

   

   

$

21.56

     

44.74

%

   

1.49

%

   

(1.18

)%

   

1.49

%

 

$

146,002

     

89

%

 

Year Ended 12/31/16

   

(d)

 

$

17.49

     

13.80

%(e)

   

1.51

%

   

(1.24

)%

   

1.52

%

 

$

105,041

     

114

%

 

Year Ended 12/31/15

   

   

$

17.35

     

5.89

%

   

1.49

%

   

(1.01

)%

   

1.49

%

 

$

109,201

     

119

%

 

Class C

 

Year Ended 12/31/19

   

   

$

17.73

     

38.27

%

   

2.28

%

   

(1.94

)%

   

2.34

%

 

$

14,054

     

88

%

 

Year Ended 12/31/18

   

   

$

14.40

     

(1.58

)%

   

2.28

%

   

(1.91

)%

   

2.31

%

 

$

11,857

     

83

%

 

Year Ended 12/31/17

   

   

$

17.73

     

43.70

%

   

2.28

%

   

(1.97

)%

   

2.31

%

 

$

11,831

     

89

%

 

Year Ended 12/31/16

   

(d)

 

$

14.96

     

12.87

%(e)

   

2.32

%

   

(2.05

)%

   

2.32

%

 

$

10,332

     

114

%

 

Year Ended 12/31/15

   

   

$

15.25

     

5.08

%

   

2.28

%

   

(1.79

)%

   

2.28

%

 

$

11,160

     

119

%

 

Class R

 

Year Ended 12/31/19

   

   

$

19.60

     

38.73

%

   

1.93

%

   

(1.59

)%

   

4.28

%

 

$

681

     

88

%

 

Year Ended 12/31/18

   

   

$

15.70

     

(1.20

)%

   

1.93

%

   

(1.56

)%

   

2.75

%

 

$

707

     

83

%

 

Year Ended 12/31/17

   

   

$

18.99

     

44.05

%

   

1.93

%

   

(1.62

)%

   

2.54

%

 

$

1,705

     

89

%

 

Year Ended 12/31/16

   

(d)

 

$

15.78

     

13.41

%(e)

   

1.91

%

   

(1.63

)%

   

1.91

%

 

$

1,394

     

114

%

 

Year Ended 12/31/15

   

   

$

15.91

     

5.38

%

   

1.93

%

   

(1.45

)%

   

1.93

%

 

$

1,281

     

119

%

 

Class Y

 

Year Ended 12/31/19

   

   

$

25.36

     

39.66

%

   

1.24

%

   

(0.89

)%

   

1.26

%

 

$

77,998

     

88

%

 

Year Ended 12/31/18

   

   

$

19.72

     

(0.51

)%

   

1.24

%

   

(0.85

)%

   

1.25

%

 

$

53,395

     

83

%

 

Year Ended 12/31/17

   

   

$

22.90

     

45.11

%

   

1.24

%

   

(0.92

)%

   

1.26

%

 

$

32,047

     

89

%

 

Year Ended 12/31/16

   

(d)

 

$

18.37

     

14.07

%(e)

   

1.28

%

   

(1.01

)%

   

1.29

%

 

$

19,335

     

114

%

 

Year Ended 12/31/15

   

   

$

18.08

     

6.11

%

   

1.24

%

   

(0.74

)%

   

1.24

%

 

$

27,416

     

119

%

 

See notes to financial statements.


67



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Small Cap Equity Fund

 

Class A

 

Year Ended 12/31/19

 

$

12.97

     

(0.15

)

   

5.11

     

4.96

     

(1.88

)

   

(1.88

)

 

Year Ended 12/31/18

 

$

18.88

     

(0.16

)

   

(1.47

)

   

(1.63

)

   

(4.28

)

   

(4.28

)

 

Year Ended 12/31/17

 

$

14.41

     

(0.14

)

   

5.55

     

5.41

     

(0.94

)

   

(0.94

)

 

Year Ended 12/31/16

 

$

14.24

     

(0.12

)

   

0.28

     

0.16

     

     

   

Year Ended 12/31/15

 

$

19.81

     

(0.20

)

   

0.38

     

0.18

     

(5.75

)

   

(5.75

)

 

Class C

 

Year Ended 12/31/19

 

$

4.40

     

(0.09

)

   

1.70

     

1.61

     

(1.88

)

   

(1.88

)

 

Year Ended 12/31/18

 

$

9.61

     

(0.17

)

   

(0.76

)

   

(0.93

)

   

(4.28

)

   

(4.28

)

 

Year Ended 12/31/17

 

$

7.74

     

(0.15

)

   

2.96

     

2.81

     

(0.94

)

   

(0.94

)

 

Year Ended 12/31/16

 

$

7.71

     

(0.12

)

   

0.14

     

0.02

     

     

   

Year Ended 12/31/15

 

$

13.42

     

(0.25

)

   

0.29

     

0.04

     

(5.75

)

   

(5.75

)

 

Class R

 

Year Ended 12/31/19

 

$

10.32

     

(0.18

)

   

4.06

     

3.88

     

(1.88

)

   

(1.88

)

 

Year Ended 12/31/18

 

$

16.08

     

(0.23

)

   

(1.25

)

   

(1.48

)

   

(4.28

)

   

(4.28

)

 

Year Ended 12/31/17

 

$

12.44

     

(0.20

)

   

4.78

     

4.58

     

(0.94

)

   

(0.94

)

 

Year Ended 12/31/16

 

$

12.33

     

(0.14

)

   

0.24

     

0.10

     

     

   

Year Ended 12/31/15

 

$

17.99

     

(0.26

)

   

0.35

     

0.09

     

(5.75

)

   

(5.75

)

 

Class Y

 

Year Ended 12/31/19

 

$

13.29

     

(0.13

)

   

5.24

     

5.11

     

(1.88

)

   

(1.88

)

 

Year Ended 12/31/18

 

$

19.20

     

(0.14

)

   

(1.49

)

   

(1.63

)

   

(4.28

)

   

(4.28

)

 

Year Ended 12/31/17

 

$

14.62

     

(0.14

)

   

5.66

     

5.52

     

(0.94

)

   

(0.94

)

 

Year Ended 12/31/16

 

$

14.39

     

(0.08

)

   

0.30

     

0.22

     

     

   

Year Ended 12/31/15

 

$

20.04

     

(0.16

)

   

0.26

     

0.10

     

(5.75

)

   

(5.75

)

 

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

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

(c)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 8)

See notes to financial statements.


68



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
 
Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Small Cap Equity Fund

 

Class A

 

Year Ended 12/31/19

   

   

$

16.05

     

38.49

%

   

1.26

%

   

(0.93

)%

   

1.26

%

 

$

63,247

     

89

%

 

Year Ended 12/31/18

   

   

$

12.97

     

(8.39

)%

   

1.22

%

   

(0.78

)%

   

1.22

%

 

$

51,619

     

77

%

 

Year Ended 12/31/17

   

   

$

18.88

     

37.57

%

   

1.25

%

   

(0.84

)%

   

1.25

%

 

$

65,514

     

79

%

 

Year Ended 12/31/16

   

0.01

   

$

14.41

     

1.19

%(c)

   

1.35

%

   

(0.88

)%

   

1.36

%

 

$

52,075

     

86

%

 

Year Ended 12/31/15

   

   

$

14.24

     

0.61

%

   

1.30

%

   

0.97

%

   

1.30

%

 

$

65

     

98

%

 

Class C

 

Year Ended 12/31/19

   

   

$

4.13

     

37.26

%

   

2.10

%

   

(1.76

)%

   

3.86

%

 

$

478

     

89

%

 

Year Ended 12/31/18

   

   

$

4.40

     

(9.23

)%

   

2.10

%

   

(1.71

)%

   

4.24

%

 

$

616

     

77

%

 

Year Ended 12/31/17

   

   

$

9.61

     

36.34

%

   

2.10

%

   

(1.69

)%

   

3.87

%

 

$

533

     

79

%

 

Year Ended 12/31/16

   

0.01

   

$

7.74

     

0.39

%(c)

   

2.10

%

   

(1.64

)%

   

3.14

%

 

$

410

     

86

%

 

Year Ended 12/31/15

   

   

$

7.71

     

(0.17

)%

   

2.10

%

   

1.77

%

   

2.39

%

 

$

1

     

98

%

 

Class R

 

Year Ended 12/31/19

   

   

$

12.32

     

37.91

%

   

1.75

%

   

(1.42

)%

   

2.05

%

 

$

2,874

     

89

%

 

Year Ended 12/31/18

   

   

$

10.32

     

(8.92

)%

   

1.75

%

   

(1.30

)%

   

1.88

%

 

$

2,303

     

77

%

 

Year Ended 12/31/17

   

   

$

16.08

     

36.84

%

   

1.75

%

   

(1.34

)%

   

1.97

%

 

$

3,381

     

79

%

 

Year Ended 12/31/16

   

0.01

   

$

12.44

     

0.89

%(c)

   

1.70

%

   

(1.24

)%

   

1.70

%

 

$

2,954

     

86

%

 

Year Ended 12/31/15

   

   

$

12.33

     

0.16

%

   

1.71

%

   

(1.39

)%

   

1.71

%

 

$

3,662

     

98

%

 

Class Y

 

Year Ended 12/31/19

   

   

$

16.52

     

38.69

%

   

1.10

%

   

(0.77

)%

   

1.43

%

 

$

3,275

     

89

%

 

Year Ended 12/31/18

   

   

$

13.29

     

(8.23

)%

   

1.10

%

   

(0.69

)%

   

1.68

%

 

$

2,750

     

77

%

 

Year Ended 12/31/17

   

   

$

19.20

     

37.78

%

   

1.10

%

   

(0.78

)%

   

1.34

%

 

$

6,398

     

79

%

 

Year Ended 12/31/16

   

0.01

   

$

14.62

     

1.60

%(c)

   

1.10

%

   

(0.64

)%

   

1.24

%

 

$

1,834

     

86

%

 

Year Ended 12/31/15

   

   

$

14.39

     

0.18

%

   

1.07

%

   

(0.76

)%

   

1.07

%

 

$

3,804

     

98

%

 

See notes to financial statements.


69



Victory Portfolios

  Notes to Financial Statements
December 31, 2019
 

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. The Trust 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 42 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following six Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)

 

Funds (Short Name)

  Investment Share
Classes Offered
 
Victory RS Small Cap Growth Fund
 
  RS Small Cap
Growth Fund
  Classes A, C, R, R6 and Y
 
 
Victory RS Select Growth Fund
 
  RS Select Growth
Fund
  Classes A, C, R, R6 and Y
 
 
Victory RS Mid Cap Growth Fund
 
  RS Mid Cap
Growth Fund
  Classes A, C, R, R6 and Y
 
 

Victory RS Growth Fund

 

RS Growth Fund

 

Classes A, C, R and Y

 
Victory RS Science and
Technology Fund
  RS Science and
Technology Fund
  Classes A, C, R and Y
 
 
Victory RS Small Cap Equity Fund
 
  RS Small Cap
Equity Fund
  Classes A, C, R and Y
 
 

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' 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 accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

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 in active markets for identical securities


70



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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

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

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

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

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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.

A summary of the valuations as of December 31, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments.

   

LEVEL 1

 

LEVEL 2

 

Total

 

RS Small Cap Growth Fund

 

Common Stocks

 

$

2,246,624,436

   

$

   

$

2,246,624,436

   

Collateral for Securities Loaned

   

287,452,889

     

     

287,452,889

   

Total

   

2,534,077,325

     

     

2,534,077,325

   

RS Select Growth Fund

 

Common Stocks

   

218,761,527

     

     

218,761,527

   

Collateral for Securities Loaned

   

18,203,302

     

     

18,203,302

   

Total

   

236,964,829

     

     

236,964,829

   

RS Mid Cap Growth Fund

 

Common Stocks

   

515,767,371

     

     

515,767,371

   

Collateral for Securities Loaned

   

41,820,057

     

     

41,820,057

   

Total

   

557,587,428

     

     

557,587,428

   

RS Growth Fund

 

Common Stocks

   

259,534,248

     

     

259,534,248

   

Collateral for Securities Loaned

   

8,710,213

     

     

8,710,213

   

Total

   

268,244,461

     

     

268,244,461

   

RS Science and Technology Fund

 

Common Stocks

   

285,572,981

     

3,720,002

     

289,292,983

   

Collateral for Securities Loaned

   

43,783,380

     

     

43,783,380

   

Total

   

329,356,361

     

3,720,002

   

333,076,363

   

RS Small Cap Equity Fund

 

Common Stocks

   

68,484,020

     

     

68,484,020

   

Collateral for Securities Loaned

   

6,701,932

     

     

6,701,932

   

Total

   

75,185,952

     

     

75,185,952

   


71



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

For the year ended December 31, 2019, there were no Level 3 investments for which significant observable inputs were used to determine fair value.

Real Estate Investment Trusts ("REITs"):

The Funds 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 Funds or when such information becomes known.

Investment Transactions and Related Income:

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

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

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A.("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange 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 adjusted 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, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. 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 the Agent 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 Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of December 31, 2019. These transactions are accounted for as secured


72



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

borrowings with an overnight and continuous contractual maturity for cash collateral and greater than overnight and continuous contractual maturity for non-cash collateral.

    Gross
Amount of
Recognized
Assets
(Value of
  Value of
Cash
  Value of Non-cash Collateral
Received by Maturity
     
    Securities
on Loan)
  Collateral
Received*
 

<30 Days

  Between
30 & 90 days
 

>90 Days

  Net
Amount
 
RS Small Cap Growth
Fund
 

$

282,651,462

   

$

282,651,462

   

$

   

$

   

$

   

$

   

RS Select Growth Fund

   

17,892,270

     

17,892,270

     

     

     

     

   
RS Mid Cap Growth
Fund
   

41,104,262

     

41,104,262

     

     

     

     

   

RS Growth Fund

   

8,542,261

     

8,542,261

     

     

     

     

   
RS Science and
Technology Fund
   

42,842,734

     

42,842,734

     

     

     

     

   

RS Small Cap Equity

   

6,595,967

     

6,595,967

     

     

     

     

   

*  Collateral received in excess of the fair value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid annually for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

Dividends from net investment income, if any, are declared and paid quarterly for each Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund. 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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

As of December 31, 2019, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

  Total
Distributable
Earnings/(Loss)
 

Capital

 
RS Small Cap Growth Fund  

$

(10,357,963

)

 

$

10,357,963

   
RS Select Growth Fund    

(6,207,174

)

   

6,207,174

   
RS Mid Cap Growth Fund    

2,531,152

     

(2,531,152

)

 
RS Growth Fund    

(1,209,398

)

   

1,209,398

   
RS Science and Technology Fund    

(5,633,151

)

   

5,633,151

   
RS Small Cap Equity Fund    

(629,134

)

   

629,134

   

Federal Income Taxes:

It is the policy of each Fund 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.


73



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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., all open tax years and the interim tax period since then). 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 the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing 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 Funds may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended December 31, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the fiscal year ended December 31, 2019 were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
 

RS Small Cap Growth Fund

 

$

2,046,379,502

   

$

2,030,376,156

   

RS Select Growth Fund

   

180,113,586

     

287,849,015

   

RS Mid Cap Growth Fund

   

469,532,637

     

394,952,351

   
RS Growth Fund    

235,399,239

     

257,343,774

   
RS Science and Technology Fund    

225,159,954

     

228,508,008

   
RS Small Cap Equity Fund    

58,548,661

     

68,806,678

   

For the year ended December 31, 2019, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.


74



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

 

Flat Rate

 

RS Small Cap Growth Fund

   

0.95

%

 

RS Select Growth Fund

   

1.00

%

 

RS Mid Cap Growth Fund

   

0.85

%

 

RS Growth Fund

   

0.75

%

 

RS Science and Technology Fund

   

1.00

%

 

RS Small Cap Equity Fund

   

0.75

%

 

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank N.A., 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 Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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 Funds in the Victory Funds Complex, in aggregate, compensate the Adviser for these services. The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, 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.

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 Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the fiscal year ended December 31, 2019, the Distributor received approximately $35,330 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded


75



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

from the expense limits. As of December 31, 2019, the expense limits (excluding voluntary waivers) are as follows:

   

In effect January 1, 2019 until April 30, 2020

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class R6
Shares
  Class Y
Shares
 

RS Small Cap Growth Fund

   

1.40

%

   

2.16

%

   

1.86

%

   

1.06

%

   

1.13

%

 

RS Select Growth Fund

   

1.40

%

   

2.18

%

   

1.91

%

   

1.06

%

   

1.14

%

 

RS Mid Cap Growth Fund

   

1.20

%

   

2.11

%

   

1.80

%

   

0.94

%

   

0.95

%

 

RS Growth Fund

   

1.10

%

   

1.93

%

   

1.71

%

   

N/A

     

0.83

%

 

RS Science and Technology Fund

   

1.49

%

   

2.28

%

   

1.93

%

   

N/A

     

1.24

%

 

RS Small Cap Equity Fund

   

1.35

%

   

2.10

%

   

1.75

%

   

N/A

     

1.10

%

 

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser."

As of December 31, 2019, the following amounts are available to be repaid to the Adviser.

    Expires
December 31,
2020
  Expires
December 31,
2021
  Expires
December 31,
2022
 

Total

 

RS Small Cap Growth Fund

 

$

745,744

   

$

578,670

   

$

506,151

   

$

1,830,565

   

RS Select Growth Fund

   

384,612

     

334,454

     

285,457

     

1,004,523

   

RS Mid Cap Growth Fund

   

419,215

     

394,372

     

681,628

     

1,495,215

   

RS Growth Fund

   

278,667

     

283,325

     

288,176

     

850,168

   

RS Science and Technology Fund

   

18,803

     

25,649

     

41,114

     

85,566

   

RS Small Cap Equity Fund

   

22,386

     

28,246

     

30,362

     

80,994

   

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. There were no voluntary waivers or reimbursements for the year ended December 31, 2019.

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, and Legal Counsel.

5. Risks:

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

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with


76



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" with Citibank. Under the agreements with Citibank, for the period January 1, 2019 to June 30, 2019, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, 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 (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in effect for the period January 1, 2019 to June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the period July 1, 2019 to December 31, 2019, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the year ended December 31, 2019, Citibank earned approximately $300 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. Each fund in the Victory Funds Complex and the USAA Mutual Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.

The average borrowing for the days outstanding and average interest rate for the following Fund during the year ended December 31, 2019 were as follows:

    Amount
Outstanding at
December 31, 2019
  Average
Borrowings*
  Days
Outstanding
  Average
Rate*
  Maximum
Borrowing
During
the Period
 
RS Science and
Technology Fund
 

$

   

$

6,400,000

     

1

     

2.89

%

 

$

6,400,000

   

*  For the Year ended December 31, 2019, based on the number of days borrowings were outstanding.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund 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 each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Income on interfund lending.


77



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2019 were as follows:

    Borrower or
Lender
  Amount
Outstanding at
December 31, 2019
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
RS Select
Growth Fund
 

Borrower

 

$

   

$

1,813,933

     

15

     

2.72

%

 

$

4,725,000

   
RS Growth
Fund
 

Borrower

   

     

556,000

     

2

     

2.58

%

   

747,000

   

*  For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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):

 

Year Ended December 31, 2019

 

 

Distributions paid from

     

 

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Total
Distributions
Paid
 

RS Small Cap Growth Fund

 

$

   

$

187,283,238

   

$

187,283,238

   

$

187,283,238

   

RS Select Growth Fund

   

     

26,547,194

     

26,547,194

     

26,547,194

   

RS Growth Fund

   

671,178

     

24,492,995

     

25,164,173

     

25,164,173

   

RS Science and Technology Fund

   

2,573,472

     

21,865,163

     

24,438,635

     

24,438,635

   

RS Small Cap Equity Fund

   

     

7,591,954

     

7,591,954

     

7,591,954

   

 

 

Year Ended December 31, 2018

 
   

Distributions paid from

             
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Return of
Capital
  Total
Distributions
Paid
 
RS Small Cap Growth
Fund
 

$

   

$

274,625,570

   

$

274,625,570

   

$

   

$

274,625,570

   
RS Select Growth Fund    

     

89,279,009

     

89,279,009

     

     

89,279,009

   
RS Mid Cap Growth Fund    

10,276,039

     

44,345,651

     

54,621,690

     

2,053,523

     

56,675,213

   
RS Growth Fund    

3,016,021

     

29,281,404

     

32,297,425

     

     

32,297,425

   
RS Science and Technology
Fund
   

4,628,756

     

25,228,222

     

29,856,978

     

     

29,856,978

   
RS Small Cap Equity Fund    

     

14,749,298

     

14,749,298

     

     

14,749,298

   

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:

    Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Deficit)
 
RS Small Cap Growth Fund  

$

   

$

154,497,020

   

$

154,497,020

   

$

   

$

380,792,557

   

$

535,289,577

   

RS Select Growth Fund

   

1,762,288

     

34,870,163

     

36,632,451

     

     

57,456,258

     

94,088,709

   

RS Mid Cap Growth Fund

   

     

     

     

(2,653,428

)

   

91,577,967

     

88,924,539

   

RS Growth Fund

   

735,560

     

4,692,298

     

5,427,858

     

     

77,346,296

     

82,774,154

   


78



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 
    Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Deficit)
 

RS Science and Technology Fund

 

$

1,369,369

   

$

2,470,916

   

$

3,840,285

   

$

   

$

77,655,223

   

$

81,495,508

   

RS Small Cap Equity Fund

   

125,322

     

8,004,822

     

8,130,144

     

     

10,133,439

     

18,263,583

   

*  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 the tax year ended December 31, 2019, the following Fund had net capital loss carryforwards (no expiration) as summarized in the table below:

    Short-Term
Amount
  Long-Term
Amount
 

Total

 
RS Mid Cap Growth Fund  

$

2,653,428

   

$

   

$

2,653,428

   

As of December 31, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments were as follows:

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

RS Small Cap Growth Fund

 

$

2,153,284,768

   

$

464,673,812

   

$

(83,881,255

)

 

$

380,792,557

   

RS Select Growth Fund

   

179,508,571

     

66,614,225

     

(9,157,967

)

   

57,456,258

   

RS Mid Cap Growth Fund

   

466,009,461

     

109,924,117

     

(18,346,150

)

   

91,577,967

   

RS Growth Fund

   

190,898,165

     

82,095,987

     

(4,749,691

)

   

77,346,296

   

RS Science and Technology Fund

   

255,421,140

     

100,273,914

     

(22,618,691

)

   

77,655,223

   

RS Small Cap Equity Fund

   

65,052,513

     

12,903,630

     

(2,770,191

)

   

10,133,439

   

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net."

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of December 31, 2019, the shareholder listed below held more than 25% of the shares outstanding of the following Fund and may be deemed to control the Fund.

   

Shareholder

 

Percent

 

RS Mid Cap Growth Fund

 

Pershing LLC

   

53.9

%

 


79



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

10. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.


80



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory RS Small Cap Growth Fund, Victory RS Select Growth Fund, Victory RS Mid Cap Growth Fund, Victory RS Growth Fund, Victory RS Science and Technology Fund and Victory RS Small Cap Equity Fund (the "Funds"), each a series of Victory Portfolios, as of December 31, 2019, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year then ended (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 as of December 31, 2019, the results of their operations, the changes in their net assets, and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial statements and financial highlights for the three years ended December 31, 2018, were audited by other auditors whose report dated February 26, 2019 and the Funds' financial highlights for the year ended December 31, 2015, were audited by other auditors whose report dated February 22, 2016, expressed unqualified opinions on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audit. 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 Funds 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 audit 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.

Our audit 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, 2019, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audit 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 audit provides a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 25, 2020


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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 ten Trustees, nine 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 ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 26 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age

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

Independent Trustees.

 

David Brooks Adcock, 68

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, 72

 

Vice Chair and Trustee

 

August 2002

 

Retired.

 

Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).

 

E. Lee Beard, 68*

 

Trustee

 

May 2005

 

Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).

 

None.

 

Dennis M. Bushe, 76

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


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Name and Age

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

Sally M. Dungan, 65

 

Trustee

 

February 2011

 

Chief Investment Officer, Tufts University (since 2002).

 

None.

 

John L. Kelly, 66

 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer, 62*

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, 58

 

Trustee

 

July 2016

  Chair, CEO and Co-Founder of TriLinc Global, LLC, an
investment firm.
 

TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).

 

Leigh A. Wilson, 75

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown, 47**

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).

 

USAA Mutual Funds Trust.

 

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

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 ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, 58

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, 50

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).

 

Erin G. Wagner, 46

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, 54

 

Treasurer

 

May 2017

 

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

 

Christopher A. Ponte, 35

 

Assistant Treasurer

 

December 2017

 

Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).

 

Colin Kinney, 46

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 

Chuck Booth, 59

 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

May 2015

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

 

Jay G. Baris, 66

 

Assistant Secretary

 

December 1997

 

Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

 

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.


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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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, 2019 through December 31, 2019.

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 each 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 are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is 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
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS Small Cap Growth Fund

 

Class A Shares

 

$

1,000.00

   

$

1,050.10

   

$

1,018.15

   

$

7.23

   

$

7.12

     

1.40

%

 

Class C Shares

   

1,000.00

     

1,046.20

     

1,014.32

     

11.14

     

10.97

     

2.16

%

 

Class R Shares

   

1,000.00

     

1,047.60

     

1,015.83

     

9.60

     

9.45

     

1.86

%

 

Class R6 Shares

   

1,000.00

     

1,051.90

     

1,019.86

     

5.48

     

5.40

     

1.06

%

 

Class Y Shares

   

1,000.00

     

1,051.60

     

1,019.51

     

5.84

     

5.75

     

1.13

%

 


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    Beginning
Account
Value
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS Select Growth Fund

 

Class A Shares

 

$

1,000.00

   

$

1,050.20

   

$

1,018.15

   

$

7.23

   

$

7.12

     

1.40

%

 

Class C Shares

   

1,000.00

     

1,046.20

     

1,014.22

     

11.24

     

11.07

     

2.18

%

 

Class R Shares

   

1,000.00

     

1,047.50

     

1,015.58

     

9.86

     

9.70

     

1.91

%

 

Class R6 Shares

   

1,000.00

     

1,052.30

     

1,019.86

     

5.48

     

5.40

     

1.06

%

 

Class Y Shares

   

1,000.00

     

1,051.70

     

1,019.46

     

5.90

     

5.80

     

1.14

%

 

RS Mid Cap Growth Fund

 

Class A Shares

   

1,000.00

     

983.50

     

1,019.16

     

6.00

     

6.11

     

1.20

%

 

Class C Shares

   

1,000.00

     

978.70

     

1,014.57

     

10.52

     

10.71

     

2.11

%

 

Class R Shares

   

1,000.00

     

980.70

     

1,016.13

     

8.99

     

9.15

     

1.80

%

 

Class R6 Shares

   

1,000.00

     

984.50

     

1,020.47

     

4.70

     

4.79

     

0.94

%

 

Class Y Shares

   

1,000.00

     

984.50

     

1,020.42

     

4.75

     

4.84

     

0.95

%

 

RS Growth Fund

 

Class A Shares

   

1,000.00

     

1,047.30

     

1,019.66

     

5.68

     

5.60

     

1.10

%

 

Class C Shares

   

1,000.00

     

1,043.10

     

1,015.48

     

9.94

     

9.80

     

1.93

%

 

Class R Shares

   

1,000.00

     

1,044.30

     

1,016.59

     

8.81

     

8.69

     

1.71

%

 

Class Y Shares

   

1,000.00

     

1,048.80

     

1,021.02

     

4.29

     

4.23

     

0.83

%

 

RS Science and Technology Fund

 

Class A Shares

   

1,000.00

     

1,075.80

     

1,017.64

     

7.85

     

7.63

     

1.50

%

 

Class C Shares

   

1,000.00

     

1,072.20

     

1,013.71

     

11.91

     

11.57

     

2.28

%

 

Class R Shares

   

1,000.00

     

1,073.50

     

1,015.48

     

10.09

     

9.80

     

1.93

%

 

Class Y Shares

   

1,000.00

     

1,077.50

     

1,018.95

     

6.49

     

6.31

     

1.24

%

 

RS Small Cap Equity Fund

 

Class A Shares

   

1,000.00

     

1,051.00

     

1,018.80

     

6.57

     

6.46

     

1.27

%

 

Class C Shares

   

1,000.00

     

1,044.90

     

1,014.62

     

10.82

     

10.66

     

2.10

%

 

Class R Shares

   

1,000.00

     

1,048.80

     

1,016.38

     

9.04

     

8.89

     

1.75

%

 

Class Y Shares

   

1,000.00

     

1,052.00

     

1,019.66

     

5.69

     

5.60

     

1.10

%

 

*  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).


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Additional Federal Income Tax Information

For the year ended December 31, 2019, the Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

   

Amount

 
RS Growth Fund    

100

%

 
RS Science and Technology Fund    

10

%

 

Dividends qualified for corporate diviends received deductions of:

   

Amount

 
RS Growth Fund    

100

%

 
RS Science and Technology Fund    

9

%

 

For the year ended December 31, 2019, the following Fund designated short-term capital gain distributions:

   

Amount

 
RS Growth Fund  

$

671,178

   

RS Science and Technology Fund

   

3,140,264

   

For the year ended December 31, 2019, the following Funds designated long-term capital gain distributions:

   

Amount

 
RS Small Cap Growth Fund  

$

206,284,799

   

RS Select Growth Fund

   

35,334,678

   

RS Growth Fund

   

25,702,393

   
RS Science and Technology Fund    

25,363,522

   

RS Small Cap Equity Fund

   

8,221,938

   


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Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of each of the Funds at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. The Board noted that prior to each Fund's reorganization on July 29, 2016, each Fund was managed by RS Investment Management Co. LLC, which was acquired by the Adviser on July 29, 2016. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of these advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fee and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant, and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any


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changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. With respect to certain Funds, the Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board noted that none of the advisory fee arrangements for the Funds included breakpoints, which are generally viewed as a method by which the investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if a Fund's assets were to grow significantly.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has committed to enhance portfolio analysis, compliance and trading systems. The Board noted that, following each Fund's reorganization, each Fund is managed by substantially the same investment management team that managed the comparable predecessor fund.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

RS Small Cap Growth Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Select Growth Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the one-year period and the peer group median for the ten-year period, underperformed the benchmark index for the three-, five- and ten-year periods, and underperformed the peer group median for the one-, three- and five-year periods. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.


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RS Mid Cap Growth Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund matched the peer group median for the one-year period, outperformed the peer group median for the ten-year period, underperformed the peer group median for the three- and five-year periods, and underperformed the benchmark index for all of the periods reviewed. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Growth Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, outperformed the peer group median for the three- and ten-year periods, and underperformed the peer group median for the one- and five-year periods. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Science and Technology Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the three- and five-year periods, underperformed the benchmark index for the one- and ten-year periods, and outperformed the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Small Cap Equity Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.


90



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.


91



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.



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

Visit our website at:

 

Call Victory at:

 

www.vcm.com

  800-539-FUND (800-539-3863)  

VPRSGF-AR (12/19)



December 31, 2019

Annual Report

Victory RS International Fund

Victory RS Global Fund

Victory Sophus Emerging Markets Fund

Victory Sophus Emerging Markets Small Cap Fund

Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



Victory Portfolios

Table of Contents

Shareholder Letter (unaudited)

   

3

   

Fund Review and Commentary (unaudited)

   

5

   

Financial Statements

 

The Victory International Funds

 

Victory RS International Fund

 

Schedule of Portfolio Investments

   

18

   

Statements of Assets and Liabilities

   

44

   

Statements of Operations

   

47

   

Statements of Changes in Net Assets

   

49-51

   

Financial Highlights

   

56-57

   

Victory RS Global Fund

 

Schedule of Portfolio Investments

   

23

   

Statements of Assets and Liabilities

   

44

   

Statements of Operations

   

47

   

Statements of Changes in Net Assets

   

49-51

   

Financial Highlights

   

58-59

   

Victory Sophus Emerging Markets Fund

 

Schedule of Portfolio Investments

   

29

   

Statements of Assets and Liabilities

   

45-46

   

Statements of Operations

   

48

   

Statements of Changes in Net Assets

   

52-54

   

Financial Highlights

   

60-61

   

Victory Sophus Emerging Markets Small Cap Fund

 

Schedule of Portfolio Investments

   

36

   

Statements of Assets and Liabilities

   

45-46

   

Statements of Operations

   

48

   

Statements of Changes in Net Assets

   

52-54

   

Financial Highlights

   

62-63

   

Notes to Financial Statements

   

64

   
Report of Independent
Registered Public Accounting Firm
   

76

   

Supplemental Information (unaudited)

   

77

   

Trustee and Officer Information

    77    

Proxy Voting and Portfolio Holdings Information

    80    

Expense Examples

    80    

Additional Federal Income Tax Information

    82    

Advisory Contract Approval

    83    


1



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


2



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

As we turn the page into a new decade, it's hard not to reflect on the fact that we have been enjoying the longest-ever bull market in U.S. equities. The run has been impressive, and despite periods of tumult and plenty of negative news, the bull market endured throughout 2019.

For the annual reporting period ended December 31, 2019, the S&P 500® Index posted impressive gains of 31.49%. This represents the greatest one-year gain since 2013 and also illustrates a swift bounce-back 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.

Perhaps we shouldn't be surprised at the impressive performance of equities. The U.S. economy — the world's largest — remains on solid footing and has been a key driver of both domestic and international stocks. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted, and the Federal Reserve (the Fed) and other major global central banks have taken an accommodative stance. In fact, the Fed has cut interest rates by a total of 0.75% over three meetings last July, September and October.

The risk-on attitudes of investors, coupled with the accommodative monetary policy, had an expected impact on U.S. Treasury yields. The 10-year Treasury yield declined significantly over the course of 2019, falling from 2.66% to 1.92% at year-end. More interesting, however, was the fact that, the yield on 10-year Treasurys fell below shorter-term yields for the first time since before the 2007-2008 Global Financial Crisis. This inverted yield curve spooked investors for a spell, only to revert back to a traditional upward sloping yield curve by the end of the year.

The robust domestic economy, low interest rates, and ample liquidity from central banks provided a potent tonic for the stock market in 2019. In fact, at year-end 2019, the S&P 500® Index was approaching its highest valuation level since 1999. This reminds all of us to retain some historical context on the bull market. Many of us remember the Global Financial Crisis and, before that, the collapse of the dot-com bubble. Although those are now but a distant memory (and we are not forecasting such tumult), we should not forget that stocks don't always go up and cycles don't last forever. In other words, valuations still matter.

The key point is not to discount the risks. In addition to lofty valuations, investors need to keep apprised of trade disputes, geopolitical hotspots, a contentious U.S. election, and a host of other potential headwinds. Yet it is these very risks — these cross-currents — that may 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


3



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


4



Victory RS International Funds (Unaudited)

Portfolio Holdings

As a Percentage of Total Investments

Victory RS International Fund

Performance Update

The Victory RS International Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the MSCI EAFE Index (the "Index") rose 22.01% while the Fund was outperformed by the benchmark Index, returning 21.72% (Class A Shares at net asset value).

Portfolio Review

Relative performance was aided by positive stock selection in a number of economic sectors, including Financials, Consumer Discretionary, and Utilities. Negative stock selection in the Real Estate, and Communication Services sectors detracted from relative performance. From a regional perspective, Fund investments in Sweden, Japan, Italy, and the United Kingdom benefitted relative results, while stock selection was negative in Spain and the Netherlands.

Key individual contributors for the year included Atlas Copco AB, a Swedish supplier of industrial equipment, and Next PLC, a multinational retailer of clothing and home wares based in the United Kingdom. Enel SpA, an Italian distributor of gas and electricity, also aided relative returns.

Telefonica, S.A., a telecommunications provider based in Spain, was the largest detractor from relative performance for the year. Australian shopping center developer and operator, Scentre Group, also detracted from relative results, as did United Arrows Ltd., a clothing and accessories retailer based in Japan.

Market Review

Fears of an end to the historic bull run were once again proven overdone as international markets, as measured by the Index, soared 22% during 2019 and posted a financial crisis high in late December. Despite a steady drumbeat of negative news flow, the Index recorded one of its best performances of the decade. However, you would have struggled to reach that conclusion based on the macroeconomic picture alone.

Starting in the United Kingdom, with the decisive election of Prime Minister Boris Johnson in December, the country finally may achieve some resolution three years on from its initial vote to leave the European Union. However, much of the year was spent under a shroud of uncertainty making the local market performance, +21%, and currency strength, +4% against the U.S. dollar, all the more surprising.

Meanwhile, on the Continent, the European Manufacturing PMI continued to grind lower finishing December at a dismal 46.3, driven by Germany where exports continued to slow. France and Spain were less of a drag but not enough to keep the Eurozone from heading towards its lowest growth rate since 2012. But like the United Kingdom, European equity securities not only shook it off but managed to thrive by soaring almost 25%.


5



Victory RS International Funds (Unaudited)

Victory RS International Fund (continued)

China appears to have taken the brunt of the trade war impact. Both imports and exports are likely to finish the year in the red as consumer confidence waned and tariffs took their toll. Market observers had expected a recovery in the second half but were left disappointed as the growth in auto sales remained negative despite easy comparisons to 2018. Asia ex Japan, where exports to China are important, took collateral damage. Notably, GDP in South Korea and Taiwan slowed for the third consecutive year. As for Japan, exports plunged over 2%, but the domestic economy remained resilient. When it comes to equity securities though, the story was positive with stocks in most Asian countries posting high-teen returns.

One common thread, which may explain at least some of the disconnect between the stellar performance of equity securities and the more decidedly mixed economic outlook, is global monetary policy. From the U.S. Federal Reserve cutting rates by 75 basis points to the European Central Bank cutting the deposit rate to -.5% to the Bank of China slashing the reserve requirement ratio, central banks with few exceptions were in easing mode. The extent to which global easing buoyed stock prices is up for debate, but it does appear it had some positive impact.

QVS Factor Performance

In this section, we offer insight into the factors driving market performance from a quantitative point of view. The RS Global Markets team's proprietary QVS (Quality, Value, and Sentiment) Model (the "Model") scours the globe, screening over 10,000 companies while looking for the best investment opportunities. It is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. We continually use this quantitative model to help us focus our resources and fundamental research on those companies with the highest probability of outperformance.

Last year, all factors contributed positively to composite Model performance led by Quality and Sentiment. By region, the Model performed best in Asia ex Japan and had negative performance only in Japan. Within Japan, negative Value and Sentiment factor performance both contributed to negative overall Model performance.

Out of favor for the better part of the decade, Value as a factor was a hot topic in 2019, showing signs of leadership at different points during the year. Alas, it was not to be, as our Value factor, though positive in absolute terms, underperformed the Quality and Sentiment components of the overall Model. That said, Value was the strongest factor in Emerging Markets, and had negative performance only in Japan.

Outlook

We expect market volatility to increase and will continue to be vigilant when constructing the Fund's portfolio, remaining sector- and region-neutral, as we believe that strong risk management should be at the forefront of any strategy. Making correct macro allocation calls can be immensely challenging; therefore, we do not forecast regional performance. In our view, stock selection can be far more impactful to fund performance than allocation.


6



Victory RS International Funds (Unaudited)

Victory RS International Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

   

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

     

INCEPTION DATE

 

2/16/93

 

8/7/00

 

5/15/01

 

5/2/19

 

3/10/09

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  MSCI
EAFE
Index1
 

One Year

   

21.72

%

   

14.70

%

   

20.70

%

   

19.70

%

   

21.37

%

   

N/A

     

21.94

%

   

22.01

%

 

Three Year

   

10.85

%

   

8.69

%

   

10.00

%

   

10.00

%

   

10.55

%

   

N/A

     

11.12

%

   

9.56

%

 

Five Year

   

7.02

%

   

5.77

%

   

6.20

%

   

6.20

%

   

6.68

%

   

N/A

     

7.29

%

   

5.67

%

 

Ten Year

   

6.07

%

   

5.44

%

   

5.18

%

   

5.18

%

   

5.64

%

   

N/A

     

6.31

%

   

5.50

%

 

Since Inception

   

5.97

%

   

5.74

%

   

2.31

%

   

2.31

%

   

4.19

%

   

7.24

%

   

11.28

%

   

N/A

   

Expense Ratios

 

Gross

  1.61%   3.52%   2.31%   1.48%   1.62%      
With Applicable
Waivers
  1.13%   1.88%   1.38%   0.83%   0.88%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS International Fund — Growth of $10,000

1The MSCI EAFE Index (Europe, Australasia, and Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. You may not invest in the index and, unlike the Fund, the index does not incur fees or expenses.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. Past performance is no guarantee of future results.

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


7



Victory RS International Funds (Unaudited)

Portfolio Holdings

As a Percentage of Total Investments

Victory RS Global Fund

Performance Update

The Victory RS Global Fund (the "Fund") seeks to provide long-term capital appreciation. The Fund returned 30.36% (Class A Shares at net asset value) in 2019, outperforming its benchmark, the MSCI All Country World Index (the "Index"), which returned 26.60%.

Portfolio Review

The Fund's performance relative to the Index was aided by positive stock selection in a number of economic sectors, including Financials, Health Care, and Consumer Staples. Negative stock selection in the Industrials and Materials sectors detracted from relative performance, and being underweight to an otherwise strong Information Technology sector hampered relative performance in that group. From a regional perspective, Fund investments in the United States, Japan, and Sweden benefitted relative results, while negative stock selection in Taiwan and Hong Kong, as well as an underweight to Canada, hurt relative performance.

MSCI, Inc., a U.S. company that provides investment tools and data, was the Fund's top contributor to relative performance for the year. Other key contributors included payments technology provider Mastercard Incorporated and software and services leader Microsoft Corporation, both also U.S. companies.

U.S. multi-segment manufacturer 3M Company was the largest detractor from relative performance for the year. Other significant detractors included Japanese financial services provider Resona Holdings, Inc., as well as U.S. energy company ConocoPhillips Company

Market Review

Fears of an end to the historic bull run were once again proven overdone as global markets, as measured by the Index, soared over 26% during 2019 and posted a financial crisis high in late December. Indeed all regions enjoyed strong performance ranging from emerging markets up 18% to North America up 31%. Despite a steady drumbeat of negative news flow, the Index recorded one of its best performances of the decade. However, you would have struggled to reach that conclusion based on the macroeconomic picture alone.

Starting in the United Kingdom, with the decisive election of Prime Minister Boris Johnson in December, the country finally may achieve some resolution three years on from its initial vote to leave the European Union. However, much of the year was spent under a shroud of uncertainty making the local market performance, +21%, and currency strength, +4% against the U.S. dollar, all the more surprising.

Meanwhile, on the Continent, the European Manufacturing PMI continued to grind lower finishing December at a dismal 46.3, driven by Germany where exports continued to slow. France and Spain were less of a drag but not enough to keep the Eurozone from heading towards its lowest growth rate since 2012. But like the United Kingdom, European equity securities not only shook it off but managed to thrive by soaring almost 25%.


8



Victory RS International Funds (Unaudited)

Victory RS Global Fund (continued)

Perhaps the one market where the economic data actually could be viewed as supportive was North America, which, yet again, came in first for equity securities' performance by region. Though final data has not been reported as of this writing, we would expect U.S. gross domestic product ("GDP") to remain above trend in the low 2%-range with unemployment at its best level in many decades, while inflation remains subdued. All this makes for a very benign backdrop for stocks and fueled the recent stellar performance.

China, on the other hand, appears to have taken the brunt of the trade war impact. Both imports and exports are likely to finish the year in the red as consumer confidence waned and tariffs took their toll. Market observers had expected a recovery in the second half but were left disappointed as the growth in auto sales remained negative despite easy comparisons to 2018. Asia ex Japan, where exports to China are important, took collateral damage. Notably, GDP in South Korea and Taiwan slowed for the third consecutive year. As for Japan, exports plunged over 2%, but the domestic economy remained resilient. When it comes to equity securities though, the story was positive with stocks in most Asian countries posting high-teen returns.

One common thread, which may explain at least some of the disconnect between the stellar performance of equity securities and the more decidedly mixed economic outlook, is global monetary policy. From the U.S. Federal Reserve cutting rates by 75 basis points to the European Central Bank cutting the deposit rate to -.5% to the Bank of China slashing the reserve requirement ratio, central banks with few exceptions were in in easing mode. The extent to which global easing buoyed stock prices is up for debate, but it does appear it had some positive impact.

QVS Factor Performance

In this section, we offer insight into the factors driving market performance from a quantitative point of view. The RS Global Markets team's proprietary QVS (Quality, Value, and Sentiment) Model (the "Model") scours the globe, screening over 10,000 companies while looking for the best investment opportunities. It is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. We continually use this quantitative model to help us focus our resources and fundamental research on those companies with the highest probability of outperformance.

Last year, all factors contributed positively to composite Model performance led by Quality and Sentiment. By region, the Model performed best in Asia ex Japan and had negative performance only in Japan. Within Japan, negative Value and Sentiment factor performance both contributed to negative overall Model performance.

Out of favor for the better part of the decade, Value as a factor was a hot topic in 2019, showing signs of leadership at different points during the year. Alas, it was not to be, as our Value factor, though positive in absolute terms, underperformed the Quality and Sentiment components of the overall Model. That said, Value was the strongest factor in Emerging Markets and had negative performance only in Japan.

Outlook

We expect market volatility to increase and will continue to be vigilant when constructing the Fund's portfolio, remaining sector- and region-neutral, as we believe that strong risk management should be at the forefront of any strategy. Making correct macro allocation calls can be immensely challenging; therefore, we do not forecast regional performance. In our view, stock selection can be far more impactful to fund performance than allocation.


9



Victory RS International Funds (Unaudited)

Victory RS Global Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

 

 

INCEPTION DATE

 

5/16/11

 

5/16/11

 

5/16/11

 

5/2/19

 

5/16/11

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  MSCI
All Country
World
Index1
 

One Year

   

30.36

%

   

22.90

%

   

29.52

%

   

28.52

%

   

30.10

%

   

N/A

     

30.69

%

   

26.60

%

 

Three Year

   

15.34

%

   

13.08

%

   

14.47

%

   

14.47

%

   

15.04

%

   

N/A

     

15.63

%

   

12.44

%

 

Five Year

   

11.15

%

   

9.84

%

   

10.32

%

   

10.32

%

   

15.47

%

   

N/A

     

11.46

%

   

8.41

%

 

Since Inception

   

10.54

%

   

9.78

%

   

9.72

%

   

9.72

%

   

12.83

%

   

12.47

%

   

10.89

%

   

N/A

   

Expense Ratios

 

Gross

  1.75%   2.59%   2.34%   1.40%   1.20%  

 
With Applicable
Waivers
  0.85%   1.60%   1.10%   0.55%   0.60%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus supplement dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.


10



Victory RS International Funds (Unaudited)

Victory RS Global Fund (continued)

Victory RS Global Fund — Growth of $10,000

1A market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the world. The MSCI All Country World Index (ACWI) is maintained by Morgan Stanley Capital International, and is comprised of stocks from both developed and emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


11



Victory RS International Funds (Unaudited)

Portfolio Holdings

As a Percentage of Total Investments

Victory Sophus Emerging Markets Fund

Performance Update

The Victory Sophus Emerging Markets Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund returned 22.96% (Class A shares at net asset value) versus the Fund's benchmark, the MSCI Emerging Markets Index (the "Index"), which had a return of 18.42%.

Market Overview

Emerging markets rose strongly in the first quarter, scaling 9.6%, but lost track subsequently, declining over the next two quarters as investor risk appetite was marred by the escalation of trade tensions. However, emerging markets sprung back to life in the last quarter over positive developments on the trade front along with global monetary easing. In a risk-on sentiment fueled by a more dovish U.S. Federal Reserve (the "Fed"), emerging markets rallied 8.76% in January 2019. The rally was similar to that seen a year prior in January of 2018, but the reasons were quite dissimilar as markets were giddy last year from a synchronized growth narrative. At the beginning of the second quarter, investor sentiment remained upbeat on signs of a global growth recovery, building on the momentum seen in the first quarter. The U.S. dollar rose against all the major currencies, encouraged by renewed economic divergence. Commodities saw strong gains, led by a rally on oil as supply concerns intensified following the United States' decision to end waivers on Iranian oil imports. However, the re-escalation of the U.S./China trade war put investors in a risk-off mode which, along with soft economic data in both China and the United States, heightened concerns of a global growth slowdown, raising uncertainty across global markets. Adding to the skittishness of the markets, mid-quarter, President Trump threatened to raise tariffs on Mexico as the administration sought Mexico's attention to help constrain the flood of illegal migrants into the United States. Fortunately, this was short-lived as an agreement between Mexico and the United States was reached shortly thereafter. Emerging markets ended the second quarter on a strong note, led by a more dovish Fed and optimism for fresh trade talks between the United States and China. The interest rate cut expectations in the United States pushed the U.S. dollar lower and the yield on the 10-year U.S. Treasury bond to 2.00%, its lowest level since November of 2016.

At mid-year, the situation would soon change as these conditions could not quell investor fears of a slowdown in global growth, helping to push the U.S. dollar higher and weighing on emerging markets equity securities. During the third quarter of 2019, emerging markets declined as markets responded to a re-escalation of the trade war. Furthermore, the United States designated China as a currency manipulator. This back-and-forth between the United States and China fueled global growth concerns leading to a risk-off sentiment in the markets. Mid-quarter, sentiment improved a bit as the United States agreed to delay tariffs on certain products and both countries agreed to go back to the table.

Emerging markets continued to advance during the beginning of the fourth quarter, and on October 11, 2019, it was announced that "Phase 1" of a trade deal was agreed to in principle. Mid-October, the Fed cut rates by 25 basis points, as expected, and announced they would expand their balance sheet. This all helped push the U.S. dollar down. A growing optimism


12



Victory RS International Funds (Unaudited)

Victory Sophus Emerging Markets Fund (continued)

on the Phase 1 trade deal and steepening U.S. yield curve provided fuel to the risk-on trade and pushed out fears of a recession. The year finished on a high note with market "giddiness" fueled by the "finalization" of a Phase 1 U.S./China trade agreement, and the United States indefinitely delaying new tariffs that were set to go into effect on December 15, 2019. Furthermore, elections in the United Kingdom appeared to put Brexit on a more certain path, while global macro indicators provided a rosier outlook for global growth.

Portfolio Review

By sectors, the largest contributor to performance was stock selection in Communication Services. The largest detractor from relative performance was stock selection in Consumer Staples. By country, the largest contributor was stock selection in China. The largest detractor was stock selection in Russia.

Outlook

The continued strength of the mighty U.S. dollar is now in question, thanks to the regionalization of trade, economic growth, and in all likelihood political influence. We believe that the weaker U.S. dollar will benefit emerging markets economies and markets in 2020. Further, we see the growth differential between emerging markets and the developed markets widening again, and we believe emerging markets' earnings likely will grow at twice the rate of developed markets' earnings.

The global economy is expected to grow by 3.4%, according to the World Bank. Emerging economies are forecast to grow by 4.6% versus 1.7% for developed economies — the main contributors being China, India, and Brazil. Trade volume is expected to pick up again to 3.2% globally (from 1.2% in 2019), led by emerging market economies. Emerging markets have suffered from a perception that its growth is mostly commodity driven. While this has been true at times in the past, the emerging markets today is more technology and communication services driven, as it was at the turn of the century. Consumption and financial intermediation (credit growth) also are poorly understood elements, but are expected to be major contributors to growth.

Consensus estimates are for 15-17% earnings growth in emerging markets in 2020, driven by 1) Technology, 2) Financials, and 3) Consumer Discretionary. Within Technology, the memory cycle has turned, and we see DRAM and NAND flash memory prices recouping lost ground. Processing capacity — thanks to the Internet of Things, artificial intelligence, and machine learning — is expected to push the hardware cycle to new heights. While interest rates remain low and bank appetite for lending has been subdued, the extended growth cycle requires capital investment, in lagging economies like Brazil, Poland, Turkey, and parts of the Persian Gulf. Consumption is now a global theme, and the combination of cheap credit, worldwide campaigns, and coordinated technological shifts (5G, for example) are pushing ever more activity into services and purchasing across the emerging markets space.

Growth and quality investment styles outperformed in 2019, while value styles lagged. We do not see any changes in 2020, as the world remains starved for growth in the post-financial-crisis economy. We look to capture sustainable growth with positive catalysts. The emerging markets universe is dynamic, exciting, and differentiated. We invest across all market caps, knowing that the inefficiencies, which are inherent in this asset class, are most powerful in smaller countries, companies, or out-of-favor segments.

In anticipation of a weaker U.S. dollar, accelerating emerging markets growth, rising earnings, and attractive valuations, we expect another positive year for emerging markets equity securities.


13



Victory RS International Funds (Unaudited)

Victory Sophus Emerging Markets Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

 

 

INCEPTION DATE

 

5/1/97

 

8/7/00

 

5/15/01

 

11/15/16

 

3/10/09

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  MSCI
Emerging
Markets
Index1
 

One Year

   

22.96

%

   

15.92

%

   

22.05

%

   

21.05

%

   

22.64

%

   

23.55

%

   

23.40

%

   

18.42

%

 

Three Year

   

12.23

%

   

10.05

%

   

11.35

%

   

11.35

%

   

11.96

%

   

12.76

%

   

12.65

%

   

11.57

%

 

Five Year

   

6.34

%

   

5.09

%

   

5.49

%

   

5.49

%

   

6.07

%

   

N/A

     

6.70

%

   

5.61

%

 

Ten Year

   

2.83

%

   

2.22

%

   

2.02

%

   

2.02

%

   

2.53

%

   

N/A

     

3.16

%

   

3.68

%

 

Since Inception

   

7.16

%

   

6.89

%

   

7.23

%

   

7.23

%

   

9.32

%

   

12.85

%

   

10.51

%

   

N/A

   

Expense Ratios

 

Gross

  1.61%   2.40%   1.91%   1.24%   1.30%  

 
With Applicable
Waivers
  1.34%   2.14%   1.58%   0.89%   0.99%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus supplement dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Sophus Emerging Markets Fund — Growth of $10,000

1The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity performance of emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. You may not invest in the index and, unlike the Fund, the index does not incur fees or expenses.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


14



Victory RS International Funds (Unaudited)

Portfolio Holdings

As a Percentage of Total Investments

Victory Sophus Emerging Markets Small Cap Fund

Performance Update

The Victory Sophus Emerging Markets Small Cap Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund returned 21.44% (Class A shares at net asset value) versus the Fund's benchmark, the MSCI Emerging Markets Small Cap Index (the "Index"), which had a return of 11.50%.

Market Overview

Emerging markets rose strongly in the first quarter, scaling 9.6%, but lost track subsequently, declining over the next two quarters as investor risk appetite was marred by the escalation of trade tensions. However, emerging markets sprung back to life in the last quarter over positive developments on the trade front along with global monetary easing. In a risk-on sentiment fueled by a more dovish U.S. Federal Reserve (the "Fed"), emerging markets rallied 8.76% in January 2019. The rally was similar to that seen a year prior in January of 2018, but the reasons were quite dissimilar as markets were giddy last year from a synchronized growth narrative. At the beginning of the second quarter, investor sentiment remained upbeat on signs of a global growth recovery, building on the momentum seen in the first quarter. The U.S. dollar rose against all the major currencies, encouraged by renewed economic divergence. Commodities saw strong gains, led by a rally on oil as supply concerns intensified following the United States' decision to end waivers on Iranian oil imports. However, the re-escalation of the U.S./China trade war put investors in a risk-off mode which, along with soft economic data in both China and the United States, heightened concerns of a global growth slowdown, raising uncertainty across global markets. Adding to the skittishness of the markets, mid-quarter, President Trump threatened to raise tariffs on Mexico as the administration sought Mexico's attention to help constrain the flood of illegal migrants into the United States. Fortunately, this was short-lived as an agreement between Mexico and the United States was reached shortly thereafter. Emerging markets ended the second quarter on a strong note, led by a more dovish Fed and optimism for fresh trade talks between the United States and China. The interest rate cut expectations in the United States pushed the U.S. dollar lower and the yield on the 10-year U.S. Treasury bond to 2.00%, its lowest level since November of 2016.

At mid-year, the situation would soon change as these conditions could not quell investor fears of a slowdown in global growth, helping to push the U.S. dollar higher and weighing on emerging markets small-cap equity securities. During the third quarter of 2019, emerging markets declined as markets responded to a re-escalation of the trade war. Furthermore, the United States designated China as a currency manipulator. This back-and-forth between the United States and China fueled global growth concerns leading to a risk-off sentiment in the markets. Mid-quarter, sentiment improved a bit as the United States agreed to delay tariffs on certain products and both countries agreed to go back to the table.

Emerging markets small-caps continued to advance during the beginning of the fourth quarter, and on October 11, 2019, it was announced that "Phase 1" of a trade deal was agreed to in principle. Mid-October, the Fed cut rates by 25 basis points, as expected, and announced they


15



Victory RS International Funds (Unaudited)

Victory Sophus Emerging Markets Small Cap Fund (continued)

would expand their balance sheet. This all helped push the U.S. dollar down. A growing optimism on the Phase 1 trade deal and steepening U.S. yield curve provided fuel to the risk-on trade and pushed out fears of a recession. The year finished on a high note with market "giddiness" fueled by the "finalization" of a Phase 1 U.S./China trade agreement, and the United States indefinitely delaying new tariffs that were set to go into effect on December 15, 2019. Furthermore, elections in the United Kingdom appeared to put Brexit on a more certain path, while global macro indicators provided a rosier outlook for global growth.

Portfolio Review

By sectors, the largest contributor to performance was stock selection in Financials. The largest detractor from relative performance was stock selection in Materials. By country, the largest contributor was stock selection in China. The largest detractor was stock selection in Russia.

Outlook

The continued strength of the mighty U.S. dollar is now in question, thanks to the regionalization of trade, economic growth, and in all likelihood political influence. We believe that the weaker U.S. dollar will benefit emerging markets economies and markets in 2020. Further, we see the growth differential between emerging markets and the developed markets widening again, and we believe emerging markets' earnings likely will grow at twice the rate of developed markets' earnings.

The global economy is expected to grow by 3.4%, according to the World Bank. Emerging economies are forecast to grow by 4.6% versus 1.7% for developed economies — the main contributors being China, India, and Brazil. Trade volume is expected to pick up again to 3.2% globally (from 1.2% in 2019), led by emerging market economies. Emerging markets have suffered from a perception that its growth is mostly commodity driven. While this has been true at times in the past, the emerging markets today is more technology and communication services driven, as it was at the turn of the century. Consumption and financial intermediation (credit growth) also are poorly understood elements, but are expected to be major contributors to growth.

Consensus estimates are for 15-17% earnings growth in emerging markets in 2020, driven by 1) Technology, 2) Financials, and 3) Consumer Discretionary. Within Technology, the memory cycle has turned, and we see DRAM and NAND flash memory prices recouping lost ground. Processing capacity — thanks to the Internet of Things, artificial intelligence, and machine learning — is expected to push the hardware cycle to new heights. While interest rates remain low and bank appetite for lending has been subdued, the extended growth cycle requires capital investment, in lagging economies like Brazil, Poland, Turkey, and parts of the Persian Gulf. Consumption is now a global theme, and the combination of cheap credit, worldwide campaigns, and coordinated technological shifts (5G, for example) are pushing ever more activity into services and purchasing across the emerging markets space.

Growth and quality investment styles outperformed in 2019, while value styles lagged. We do not see any changes in 2020, as the world remains starved for growth in the post-financial-crisis economy. We look to capture sustainable growth with positive catalysts. The emerging markets universe is dynamic, exciting, and differentiated. We invest across all small market caps, knowing that the inefficiencies, which are inherent in this asset class, are most powerful in smaller countries, companies, or out-of-favor segments.

In anticipation of a weaker U.S. dollar, accelerating emerging markets growth, rising earnings, and attractive valuations, we expect another positive year for emerging markets equity securities.


16



Victory RS International Funds (Unaudited)

Victory Sophus Emerging Markets Small Cap Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class Y

 

 

INCEPTION DATE

 

1/31/14

 

1/31/14

 

1/31/14

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  MSCI
Emerging
Markets
Small Cap
Index1
 

One Year

   

21.44

%

   

14.47

%

   

20.53

%

   

19.53

%

   

21.76

%

   

11.50

%

 

Three Year

   

10.64

%

   

8.50

%

   

9.88

%

   

9.88

%

   

10.95

%

   

6.70

%

 

Five Year

   

5.08

%

   

3.84

%

   

3.91

%

   

3.91

%

   

5.37

%

   

2.97

%

 

Since Inception

   

4.81

%

   

3.77

%

   

3.69

%

   

3.69

%

   

5.13

%

   

N/A

   

Expense Ratios

 

Gross

  5.81%   14.00%   3.86%  

 

With Applicable Waivers

  1.79%   2.54%   1.54%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Sophus Emerging Markets Small Cap Fund — Growth of $10,000

1The MSCI Emerging Markets Small Cap Index is a free float-adjusted market capitalization index that is designed to measure equity performance of small-capitalization companies in emerging markets countries. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


17



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (94.6%)

 

Australia (5.9%):

 

Financials (1.4%):

 

Macquarie Group Ltd.

   

41,640

   

$

4,031,744

   

Health Care (1.7%):

 

CSL Ltd.

   

23,989

     

4,650,055

   

Materials (1.7%):

 

BHP Group Ltd.

   

178,822

     

4,895,525

   

Real Estate (1.1%):

 

Scentre Group

   

1,104,764

     

2,972,575

   
     

16,549,899

   

Belgium (0.5%):

 

Information Technology (0.5%):

 

Melexis NV

   

18,729

     

1,412,659

   

China (2.1%):

 

Communication Services (1.1%):

 

Tencent Holdings Ltd.

   

65,000

     

3,131,651

   

Financials (1.0%):

 

China Merchants Bank Co. Ltd., Class H

   

533,000

     

2,740,398

   
     

5,872,049

   

Denmark (1.2%):

 

Consumer Staples (1.2%):

 

Royal Unibrew

   

38,508

     

3,527,789

   

France (9.6%):

 

Consumer Discretionary (4.2%):

 

Cie Generale des Etablissements Michelin SCA

   

17,876

     

2,199,617

   

Faurecia SE

   

54,150

     

2,939,425

   

LVMH Moet Hennessy Louis Vuitton SE

   

14,749

     

6,871,768

   
     

12,010,810

   

Energy (1.8%):

 

Total SA

   

90,526

     

5,022,906

   

Financials (1.1%):

 

AXA SA

   

107,195

     

3,028,670

   

Information Technology (1.3%):

 

Capgemini SE

   

30,269

     

3,701,731

   

Materials (1.2%):

 

Arkema SA

   

31,247

     

3,340,880

   
     

27,104,997

   

Germany (7.4%):

 

Financials (1.8%):

 

Allianz SE

   

20,187

     

4,945,954

   

See notes to financial statements.


18



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Health Care (0.6%):

 

Bayer AG, Registered Shares

   

21,257

   

$

1,727,976

   

Industrials (2.0%):

 

Siemens AG

   

32,445

     

4,236,682

   

Washtec AG

   

20,842

     

1,253,460

   
     

5,490,142

   

Information Technology (1.9%):

 

SAP SE

   

39,873

     

5,366,379

   

Real Estate (1.1%):

 

Vonovia SE

   

60,238

     

3,235,069

   
     

20,765,520

   

Hong Kong (2.1%):

 

Financials (1.0%):

 

AIA Group Ltd.

   

255,800

     

2,690,669

   

Real Estate (1.1%):

 

CK Asset Holdings Ltd.

   

440,500

     

3,178,951

   
     

5,869,620

   

Ireland (1.0%):

 

Industrials (1.0%):

 

Experian PLC

   

81,287

     

2,755,167

   

Italy (4.0%):

 

Financials (0.8%):

 

Banca Generali SpA

   

72,241

     

2,348,268

   

Health Care (0.9%):

 

Recordati SpA

   

56,363

     

2,375,765

   

Utilities (2.3%):

 

Enel SpA

   

826,811

     

6,567,482

   
     

11,291,515

   

Japan (22.7%):

 

Communication Services (1.3%):

 

Nippon Telegraph & Telephone Corp.

   

141,000

     

3,564,083

   

Consumer Discretionary (4.4%):

 

Hikari Tsushin, Inc.

   

9,300

     

2,337,393

   

Toyota Motor Corp.

   

113,500

     

7,998,486

   

United Arrows Ltd.

   

72,000

     

2,039,311

   
     

12,375,190

   

Consumer Staples (0.9%):

 

Matsumotokiyoshi Holdings Co. Ltd.

   

63,400

     

2,454,868

   

Financials (3.0%):

 

Jafco Co. Ltd.

   

35,400

     

1,387,867

   

Mitsubishi UFJ Financial Group, Inc.

   

734,800

     

3,973,125

   

Tokio Marine Holdings, Inc.

   

55,500

     

3,107,809

   
     

8,468,801

   

See notes to financial statements.


19



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Health Care (2.6%):

 

Hoya Corp.

   

43,800

   

$

4,181,815

   

Shionogi & Co. Ltd.

   

52,300

     

3,235,804

   
     

7,417,619

   

Industrials (6.4%):

 

En-Japan, Inc.

   

75,200

     

3,268,924

   

Fuji Electric Co. Ltd.

   

112,400

     

3,414,880

   

Hitachi Construction Machinery Co. Ltd.

   

120,900

     

3,601,786

   

ITOCHU Corp.

   

111,100

     

2,575,285

   

Kyowa Exeo Corp.

   

29,000

     

733,696

   

OKUMA Corp.

   

38,800

     

2,040,953

   

Sanwa Holdings Corp.

   

218,800

     

2,452,154

   
     

18,087,678

   

Information Technology (2.4%):

 

Fujitsu Ltd.

   

27,300

     

2,568,079

   

Oracle Corp. Japan

   

24,700

     

2,242,051

   

Ulvac, Inc.

   

44,900

     

1,772,183

   
     

6,582,313

   

Materials (0.1%):

 

DIC Corp.

   

14,100

     

389,191

   

Real Estate (0.6%):

 

Sumitomo Realty & Development Co. Ltd.

   

51,200

     

1,786,589

   

Utilities (1.0%):

 

Chubu Electric Power Co., Inc.

   

194,900

     

2,755,457

   
     

63,881,789

   

Macau (1.2%):

 

Consumer Discretionary (1.2%):

 

Wynn Macau Ltd.

   

1,388,800

     

3,422,397

   

Netherlands (4.2%):

 

Communication Services (1.1%):

 

Koninklijke KPN NV

   

1,017,641

     

3,011,326

   

Financials (1.6%):

 

ING Groep NV

   

379,613

     

4,563,475

   

Industrials (1.5%):

 

Wolters Kluwer NV

   

58,640

     

4,281,265

   
     

11,856,066

   

Norway (1.5%):

 

Energy (0.6%):

 

Aker BP ASA

   

53,445

     

1,754,686

   

Financials (0.9%):

 

SpareBank 1 SMN

   

209,691

     

2,395,672

   
     

4,150,358

   

See notes to financial statements.


20



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Russian Federation (0.5%):

 

Materials (0.5%):

 

Evraz PLC

   

248,133

   

$

1,328,505

   

Spain (2.7%):

 

Communication Services (1.6%):

 

Telefonica SA

   

629,706

     

4,403,225

   

Financials (1.1%):

 

Banco Santander SA (a)

   

737,652

     

3,092,525

   
     

7,495,750

   

Sweden (2.8%):

 

Industrials (2.8%):

 

Atlas Copco AB, Class B

   

180,426

     

6,266,552

   

Epiroc AB, Class B

   

126,407

     

1,502,784

   
     

7,769,336

   

Switzerland (10.8%):

 

Consumer Staples (3.3%):

 

Nestle SA, Registered Shares

   

85,800

     

9,291,080

   

Financials (1.9%):

 

Cembra Money Bank AG

   

20,960

     

2,293,687

   

UBS Group AG, Registered Shares

   

249,522

     

3,149,466

   
     

5,443,153

   

Health Care (5.6%):

 

Novartis AG

   

74,061

     

7,014,257

   

Roche Holding AG

   

26,281

     

8,543,164

   
     

15,557,421

   
     

30,291,654

   

United Kingdom (14.4%):

 

Consumer Discretionary (1.2%):

 

Next PLC

   

35,255

     

3,284,656

   

Consumer Staples (3.6%):

 

Britvic PLC

   

207,790

     

2,489,902

   

Diageo PLC

   

105,563

     

4,447,398

   

Unilever PLC

   

53,191

     

3,044,330

   
     

9,981,630

   

Energy (2.6%):

 
BP PLC    

386,219

     

2,429,259

   

Royal Dutch Shell PLC, Class A

   

166,331

     

4,925,013

   
     

7,354,272

   

Financials (3.2%):

 

Close Brothers Group PLC

   

72,280

     

1,530,659

   

HSBC Holdings PLC

   

457,690

     

3,582,454

   

Legal & General Group PLC

   

964,506

     

3,873,886

   
     

8,986,999

   

See notes to financial statements.


21



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Health Care (0.8%):

 

Smith & Nephew PLC

   

92,285

   

$

2,223,798

   

Industrials (0.9%):

 

RELX PLC

   

105,875

     

2,672,233

   

Materials (2.1%):

 

Croda International PLC

   

25,983

     

1,764,721

   

Rio Tinto PLC

   

70,991

     

4,201,670

   
     

5,966,391

   
         

40,469,979

   

Total Common Stocks (Cost $245,952,875)

   

265,815,049

   

Preferred Stocks (0.3%)

 

Japan (0.3%):

 

Consumer Staples (0.3%):

 

Ito En Ltd.

   

36,900

     

790,154

   

Total Preferred Stocks (Cost $791,529)

   

790,154

   

Exchange-Traded Funds (1.6%)

 

United States (1.6%):

 

iShares MSCI EAFE ETF

   

64,442

     

4,474,852

   

Total Exchange-Traded Funds (Cost $4,372,871)

   

4,474,852

   

Collateral for Securities Loaned^ (0.0%) (b)

 

United States (0.0%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

1,060

     

1,060

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

5,841

     

5,841

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

177

     

177

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 1.80% (c)
   

3,529

     

3,529

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

3,882

     

3,882

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 1.76% (c)
   

7,764

     

7,764

   

Total Collateral for Securities Loaned (Cost $22,253)

   

22,253

   

Total Investments (Cost $251,139,528) — 96.5%

   

271,102,308

   

Other assets in excess of liabilities — 3.5%

   

9,710,907

   

NET ASSETS — 100.00%

 

$

280,813,215

   

^  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, 2019.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.


22



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (96.8%)

 

Australia (2.2%):

 

Financials (0.7%):

 

Macquarie Group Ltd.

   

6,238

   

$

603,987

   

Health Care (1.5%):

 

CSL Ltd.

   

6,292

     

1,219,648

   
     

1,823,635

   

Belgium (0.5%):

 

Information Technology (0.5%):

 

Melexis NV

   

5,417

     

408,584

   

Bermuda (0.9%):

 

Industrials (0.9%):

 

Triton International Ltd.

   

18,538

     

745,228

   

Canada (2.3%):

 

Energy (0.6%):

 

Parex Resources, Inc. (a)

   

27,214

     

506,175

   

Industrials (1.0%):

 

Canadian Pacific Railway Ltd.

   

3,323

     

847,206

   

Materials (0.7%):

 

Kirkland Lake Gold Ltd.

   

13,840

     

610,137

   
     

1,963,518

   

China (2.9%):

 

Communication Services (1.3%):

 

Tencent Holdings Ltd.

   

23,100

     

1,112,941

   

Consumer Staples (0.6%):

 

Foshan Haitan Flavouring

   

32,341

     

500,025

   

Financials (1.0%):

 

Industrial & Commercial Bank of China Ltd., Class H

   

1,078,000

     

831,762

   
     

2,444,728

   

Denmark (1.1%):

 

Consumer Staples (1.1%):

 

Royal Unibrew

   

10,111

     

926,287

   

France (5.0%):

 

Consumer Discretionary (1.6%):

 

Faurecia SE

   

9,486

     

514,928

   

LVMH Moet Hennessy Louis Vuitton SE

   

1,831

     

853,089

   
     

1,368,017

   

Energy (0.9%):

 

Total SA

   

13,944

     

773,694

   

Financials (1.6%):

 

BNP Paribas SA

   

22,173

     

1,317,809

   

See notes to financial statements.


23



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Materials (0.9%):

 

Arkema SA

   

7,084

   

$

757,410

   
     

4,216,930

   

Germany (0.5%):

 

Industrials (0.5%):

 

Washtec AG

   

6,633

     

398,916

   

Hong Kong (0.7%):

 

Energy (0.7%):

 

CNOOC Ltd.

   

339,957

     

565,327

   

India (0.8%):

 

Consumer Staples (0.8%):

 

Nestle India Ltd.

   

3,253

     

673,924

   

Indonesia (0.6%):

 

Communication Services (0.6%):

 

Telekomunikasi Indonesia Persero Tbk PT

   

1,914,500

     

548,560

   

Ireland (1.3%):

 

Industrials (1.3%):

 

Eaton Corp. PLC

   

11,276

     

1,068,063

   

Italy (2.7%):

 

Financials (0.5%):

 

Banca Generali SpA

   

12,815

     

416,565

   

Health Care (0.8%):

 

Recordati SpA

   

14,795

     

623,626

   

Utilities (1.4%):

 

Enel SpA

   

151,734

     

1,205,245

   
     

2,245,436

   

Japan (8.3%):

 

Consumer Discretionary (2.3%):

 

Hikari Tsushin, Inc.

   

2,900

     

728,865

   

Toyota Motor Corp.

   

12,600

     

887,937

   

United Arrows Ltd.

   

11,100

     

314,394

   
     

1,931,196

   

Financials (1.2%):

 

Jafco Co. Ltd.

   

8,100

     

317,563

   

Resona Holdings, Inc.

   

156,496

     

682,187

   
     

999,750

   

Health Care (1.7%):

 

As One Corp.

   

6,879

     

643,073

   

Hoya Corp.

   

8,500

     

811,540

   
     

1,454,613

   

See notes to financial statements.


24



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Industrials (2.2%):

 

En-Japan, Inc.

   

11,000

   

$

478,167

   

Hitachi Construction Machinery Co. Ltd.

   

27,600

     

822,244

   

Kyowa Exeo Corp.

   

6,000

     

151,799

   

OKUMA Corp.

   

8,000

     

420,815

   
     

1,873,025

   

Information Technology (0.5%):

 

Ulvac, Inc.

   

10,300

     

406,536

   

Materials (0.4%):

 

DIC Corp.

   

13,000

     

358,829

   
     

7,023,949

   

Korea, Republic Of (1.1%):

 

Information Technology (1.1%):

 

Samsung Electronics Co. Ltd.

   

19,665

     

947,718

   

Macau (0.6%):

 

Consumer Discretionary (0.6%):

 

Wynn Macau Ltd. (b)

   

210,400

     

518,485

   

Mexico (0.3%):

 

Industrials (0.3%):

 

Promotora y Operadora de Infraestructura SAB de CV

   

25,041

     

256,382

   

Netherlands (0.9%):

 

Industrials (0.9%):

 

Wolters Kluwer NV

   

10,634

     

776,381

   

Norway (1.2%):

 

Energy (0.5%):

 

Aker BP ASA

   

13,746

     

451,303

   

Financials (0.7%):

 

SpareBank 1 SMN

   

51,417

     

587,428

   
     

1,038,731

   

Russian Federation (0.4%):

 

Materials (0.4%):

 

Evraz PLC

   

68,064

     

364,415

   

Singapore (1.3%):

 

Financials (1.3%):

 

Singapore Exchange Ltd.

   

172,500

     

1,136,404

   

Sweden (1.8%):

 

Industrials (1.8%):

 

Atlas Copco AB, Class B

   

32,972

     

1,145,183

   

Nolato AB, Class B

   

6,957

     

408,570

   
     

1,553,753

   

See notes to financial statements.


25



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Switzerland (2.1%):

 

Health Care (2.1%):

 

Roche Holding AG

   

5,441

   

$

1,768,706

   

Taiwan (0.7%):

 

Financials (0.7%):

 

Cathay Financial Holding Co. Ltd.

   

397,000

     

563,727

   

United Kingdom (5.4%):

 

Consumer Discretionary (0.7%):

 

Next PLC

   

6,825

     

635,875

   

Consumer Staples (1.5%):

 

Britvic PLC

   

30,389

     

364,145

   

Diageo PLC

   

12,086

     

509,186

   

Unilever PLC

   

6,951

     

397,833

   
     

1,271,164

   

Financials (1.0%):

 

Close Brothers Group PLC

   

19,904

     

421,503

   

HSBC Holdings PLC

   

54,600

     

427,368

   
     

848,871

   

Industrials (0.7%):

 

RELX PLC

   

23,041

     

581,543

   

Materials (1.5%):

 

Croda International PLC

   

3,923

     

266,444

   

Rio Tinto PLC

   

16,317

     

965,737

   
     

1,232,181

   
     

4,569,634

   

United States (51.2%):

 

Communication Services (5.4%):

 

Alphabet, Inc., Class C (a)

   

1,160

     

1,550,943

   

Facebook, Inc., Class A (a)

   

7,715

     

1,583,504

   

Verizon Communications, Inc.

   

22,708

     

1,394,271

   
     

4,528,718

   

Consumer Discretionary (5.9%):

 

Amazon.com, Inc. (a)

   

803

     

1,483,815

   

McDonald's Corp.

   

4,331

     

855,849

   

Ross Stores, Inc.

   

10,463

     

1,218,102

   

The TJX Cos., Inc.

   

23,610

     

1,441,627

   
     

4,999,393

   

Consumer Staples (4.7%):

 

Colgate-Palmolive Co.

   

15,305

     

1,053,596

   

PepsiCo, Inc.

   

11,772

     

1,608,879

   

The Estee Lauder Cos., Inc., Class A

   

6,266

     

1,294,180

   
     

3,956,655

   

See notes to financial statements.


26



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Energy (1.9%):

 

ConocoPhillips

   

9,269

   

$

602,763

   

Phillips 66

   

8,901

     

991,660

   
     

1,594,423

   

Financials (8.5%):

 

Bank of America Corp.

   

47,644

     

1,678,022

   

CME Group, Inc.

   

2,125

     

426,530

   

JPMorgan Chase & Co.

   

15,900

     

2,216,460

   

MSCI, Inc.

   

4,509

     

1,164,134

   

The PNC Financial Services Group, Inc.

   

6,032

     

962,888

   

The Progressive Corp.

   

10,119

     

732,514

   
     

7,180,548

   

Health Care (6.6%):

 

Amedisys, Inc. (a)

   

5,628

     

939,426

   

Amgen, Inc.

   

4,982

     

1,201,010

   

CVS Health Corp.

   

14,680

     

1,090,577

   

Eli Lilly & Co.

   

6,842

     

899,244

   

Johnson & Johnson

   

10,017

     

1,461,180

   
     

5,591,437

   

Industrials (3.0%):

 

3M Co.

   

4,763

     

840,288

   

HD Supply Holdings, Inc. (a)

   

12,757

     

513,087

   

Honeywell International, Inc.

   

6,921

     

1,225,017

   
     

2,578,392

   

Information Technology (12.9%):

 

Apple, Inc.

   

10,458

     

3,070,992

   

Cisco Systems, Inc.

   

18,699

     

896,804

   

Mastercard, Inc., Class A

   

7,452

     

2,225,093

   

Microsoft Corp.

   

21,710

     

3,423,667

   

Texas Instruments, Inc.

   

10,194

     

1,307,788

   
     

10,924,344

   

Real Estate (1.2%):

 

Liberty Property Trust

   

16,551

     

993,888

   

Utilities (1.1%):

 

MGE Energy, Inc.

   

12,280

     

967,910

   
     

43,315,708

   

Total Common Stocks (Cost $63,526,942)

   

81,863,129

   

Preferred Stocks (0.7%)

 

Brazil (0.7%):

 

Financials (0.7%):

 

Itau Unibanco Holding SA

   

62,215

     

576,332

   

Total Preferred Stocks (Cost $467,417)

   

576,332

   

See notes to financial statements.


27



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Exchange-Traded Funds (0.8%)

 

United States (0.8%):

 

iShares MSCI ACWI ETF

   

8,502

   

$

673,784

   

Total Exchange-Traded Funds (Cost $651,291)

   

673,784

   

Collateral for Securities Loaned^ (0.1%)

 

United States (0.1%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

5,430

     

5,430

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

29,918

     

29,918

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

907

     

907

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 1.80% (c)
   

18,074

     

18,074

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

19,882

     

19,882

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 1.76% (c)
   

39,764

     

39,764

   

Total Collateral for Securities Loaned (Cost $113,975)

   

113,975

   

Total Investments (Cost $64,759,625) — 98.4%

   

83,227,220

   

Other assets in excess of liabilities — 1.6%

   

1,374,468

   

NET ASSETS — 100.00%

 

$

84,601,688

   

^  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, 2019.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.


28



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (97.6%)

 

Brazil (9.1%):

 

Consumer Discretionary (1.5%):

 

Cyrela Brazil Realty SA Empreendimentos e Participacoes

   

346,600

   

$

2,577,658

   

Grupo SBF SA (a)

   

383,400

     

3,368,209

   
     

5,945,867

   

Energy (1.3%):

 

Petroleo Brasileiro SA, ADR

   

330,844

     

5,273,654

   

Financials (2.8%):

 

Banco Bradesco SA, ADR

   

690,900

     

6,183,555

   

Banco do Brasil SA

   

406,400

     

5,364,810

   
     

11,548,365

   

Health Care (0.9%):

 

Qualicorp Consultoria e Corretora de Seguros SA

   

394,600

     

3,653,280

   

Industrials (0.9%):

 

Companhia de Locacao das Americas

   

536,400

     

3,038,983

   

JSL SA

   

70,200

     

469,313

   
     

3,508,296

   

Real Estate (1.0%):

 

Aliansce Sonae Shopping Centers SA

   

332,021

     

4,149,210

   

Utilities (0.7%):

 

Neoenergia SA

   

485,700

     

3,014,244

   
     

37,092,916

   

Chile (0.1%):

 

Financials (0.1%):

 

Banco de Credito e Inversiones SA

   

10,438

     

473,432

   

China (30.5%):

 

Communication Services (6.2%):

 

Momo, Inc., ADR

   

61,866

     

2,072,511

   

Tencent Holdings Ltd.

   

439,015

     

21,151,413

   
Wuhu Sanqi Interactive Entertainment Network Technology Group Co. Ltd.,
Class A
   

543,800

     

2,105,389

   
     

25,329,313

   

Consumer Discretionary (10.3%):

 

Alibaba Group Holding Ltd., ADR (a)

   

124,794

     

26,468,807

   

Gree Electric Appliances, Inc. of Zhuhai, Class A

   

261,800

     

2,468,970

   

Huayu Automotive Systems Co. Ltd., Class A

   

541,500

     

2,022,214

   

JD.com, Inc., ADR (a)

   

122,151

     

4,303,380

   

New Oriental Education & Technology Group, Inc., ADR (a)

   

21,906

     

2,656,102

   

Tongcheng-Elong Holdings Ltd. (a)

   

1,292,000

     

2,319,121

   

Topsports International Holdings Ltd. (b)

   

1,474,287

     

1,782,359

   
     

42,020,953

   

See notes to financial statements.


29



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Consumer Staples (1.5%):

 

China Mengniu Dairy Co. Ltd. (c)

   

826,000

   

$

3,341,462

   

Wuliangye Yibin Co. Ltd., Class A

   

143,350

     

2,743,358

   
     

6,084,820

   

Energy (1.2%):

 

China Oilfield Services Ltd., Class H

   

3,096,000

     

4,861,085

   

Financials (5.8%):

 

China Construction Bank Corp., Class H

   

9,538,857

     

8,271,121

   

China Galaxy Securities Co. Ltd. (c)

   

6,438,000

     

3,792,875

   

China Merchants Bank Co. Ltd., Class H

   

671,500

     

3,452,489

   

Ping An Insurance Group Co. of China Ltd.

   

712,500

     

8,431,887

   
     

23,948,372

   

Industrials (0.9%):

 

Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H

   

4,430,000

     

3,713,659

   

Information Technology (1.6%):

 

Beijing Sinnet Technology Co. Ltd., Class A

   

915,600

     

2,640,728

   

Kingdee International Software Group Co. Ltd.

   

1,434,000

     

1,434,723

   

Venustech Group, Inc., Class A

   

516,800

     

2,510,800

   
     

6,586,251

   

Materials (1.6%):

 

Anhui Conch Cement Co. Ltd., Class H

   

546,000

     

3,978,483

   

Hengli Petrochemical Co. Ltd., Class A

   

1,116,900

     

2,584,205

   
     

6,562,688

   

Real Estate (1.4%):

 

China SCE Group Holdings Ltd.

   

3,894,000

     

2,268,344

   

Sunac China Holdings Ltd.

   

591,000

     

3,528,515

   
     

5,796,859

   
     

124,904,000

   

Cyprus (0.6%):

 

Financials (0.6%):

 

TCS Group Holding PLC, GDR

   

112,142

     

2,414,367

   

Greece (1.0%):

 

Communication Services (0.7%):

 

Hellenic Telecommunications Organization SA

   

171,144

     

2,739,207

   

Industrials (0.3%):

 

Mytilineos Holdings SA

   

131,782

     

1,447,243

   
     

4,186,450

   

Hong Kong (3.5%):

 

Energy (0.7%):

 

Kunlun Energy Co. Ltd.

   

3,424,000

     

3,025,091

   

Health Care (1.0%):

 

CSPC Pharmaceutical Group Ltd.

   

1,674,000

     

3,995,087

   

Information Technology (0.7%):

 

Kingboard Laminates Holdings Ltd.

   

2,289,500

     

2,838,165

   

See notes to financial statements.


30



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Real Estate (1.1%):

 

Shimao Property Holdings Ltd.

   

1,162,000

   

$

4,503,488

   
     

14,361,831

   

India (7.7%):

 

Consumer Discretionary (0.7%):

 

Aditya Birla Fashion and Retail Ltd. (a)

   

454,953

     

1,477,702

   

The Indian Hotels Co. Ltd.

   

598,202

     

1,215,675

   
     

2,693,377

   

Energy (2.0%):

 

Petronet LNG Ltd.

   

537,435

     

2,018,401

   

Reliance Industries Ltd.

   

300,183

     

6,368,190

   
     

8,386,591

   

Financials (2.5%):

 

Axis Bank Ltd.

   

284,699

     

3,009,841

   

Cholamandalam Investment and Finance Co. Ltd.

   

480,235

     

2,055,933

   

Housing Development Finance Corp. Ltd.

   

152,153

     

5,145,211

   
     

10,210,985

   

Information Technology (1.1%):

 

HCL Technologies Ltd.

   

278,858

     

2,220,119

   

Infosys Technologies Ltd., ADR

   

205,954

     

2,125,445

   
     

4,345,564

   

Materials (1.4%):

 

Berger Paints India Ltd.

   

289,990

     

2,095,230

   

UltraTech Cement Ltd.

   

38,542

     

2,185,739

   

UPL Ltd.

   

203,765

     

1,668,526

   
     

5,949,495

   
     

31,586,012

   

Indonesia (1.8%):

 

Financials (0.8%):

 

PT Bank Negara Indonesia (Persero) Tbk

   

5,875,200

     

3,317,246

   

Industrials (0.5%):

 

PT Wijaya Karya (Persero) Tbk

   

13,688,000

     

1,957,597

   

Materials (0.5%):

 

PT Indocement Tunggal Prakarsa Tbk

   

1,455,900

     

1,991,634

   
     

7,266,477

   

Korea, Republic Of (13.6%):

 

Communication Services (0.3%):

 

Innocean Worldwide, Inc.

   

23,902

     

1,466,663

   

Consumer Discretionary (1.7%):

 

Fila Korea Ltd.

   

31,028

     

1,417,969

   

Hyundai Mobis Co. Ltd.

   

18,035

     

3,990,592

   

Kia Motors Corp.

   

39,230

     

1,498,408

   
     

6,906,969

   

See notes to financial statements.


31



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Consumer Staples (0.4%):

 

NeoPharm Co. Ltd.

   

39,714

   

$

1,659,275

   

Energy (0.7%):

 

SK Innovation Co. Ltd.

   

22,551

     

2,918,870

   

Financials (0.6%):

 

Hana Financial Group, Inc.

   

76,601

     

2,436,841

   

Health Care (0.7%):

 

Hanmi Pharm Co. Ltd. (a)

   

11,248

     

2,875,369

   

Industrials (0.6%):

 

Samsung Engineering Co. Ltd. (a)

   

140,004

     

2,314,038

   

Information Technology (8.0%):

 

Douzone Bizon Co. Ltd.

   

32,196

     

2,250,980

   

Samsung Electro-Mechanics Co. Ltd.

   

56,341

     

6,060,890

   

Samsung Electronics Co. Ltd.

   

353,861

     

17,053,670

   

SK Hynix, Inc.

   

89,350

     

7,268,471

   
     

32,634,011

   

Materials (0.6%):

 

Ssangyong Cement Industrial Co. Ltd.

   

473,113

     

2,317,809

   
     

55,529,845

   

Mexico (1.9%):

 

Consumer Discretionary (0.5%):

 

Alsea SAB de CV (a)

   

711,353

     

1,875,170

   

Financials (0.5%):

 

Gentera SAB de CV

   

1,980,392

     

2,039,773

   

Industrials (0.4%):

 

Controladora Vuela Cia de Aviacion SAB de CV, ADR (a)

   

161,069

     

1,678,339

   

Real Estate (0.5%):

 

Corp Inmobiliaria Vesta SAB de CV

   

1,217,878

     

2,190,521

   
     

7,783,803

   

Peru (1.0%):

 

Financials (1.0%):

 

Credicorp Ltd.

   

19,044

     

4,058,848

   

Philippines (1.4%):

 

Financials (1.4%):

 

BDO Unibank, Inc.

   

1,222,650

     

3,812,107

   

Metropolitan Bank & Trust Co.

   

1,454,070

     

1,902,836

   
     

5,714,943

   

Poland (1.2%):

 

Communication Services (0.8%):

 

CD Projekt SA

   

42,729

     

3,152,073

   

Energy (0.4%):

 

Grupa Lotos SA

   

81,786

     

1,804,806

   
     

4,956,879

   

See notes to financial statements.


32



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Russian Federation (3.3%):

 

Energy (1.7%):

 

LUKOIL PJSC, ADR

   

34,292

   

$

3,384,963

   

LUKOIL PJSC

   

38,221

     

3,807,065

   
     

7,192,028

   

Financials (0.9%):

 

Sberbank of Russia PJSC

   

222,856

     

3,671,433

   

Materials (0.7%):

 

MMC Norilsk Nickel PJSC, ADR

   

94,612

     

2,884,720

   
     

13,748,181

   

Saudi Arabia (1.3%):

 

Consumer Discretionary (0.7%):

 

Jarir Marketing Co.

   

35,221

     

1,555,127

   

Leejam Sports Co. JSC

   

55,699

     

1,203,643

   
     

2,758,770

   

Financials (0.6%):

 

Arab National Bank

   

350,419

     

2,558,336

   
     

5,317,106

   

South Africa (4.1%):

 

Communication Services (1.0%):

 

Naspers Ltd.

   

24,211

     

3,964,181

   

Consumer Staples (0.7%):

 

The SPAR Group Ltd.

   

207,340

     

2,930,667

   

Financials (1.5%):

 

Liberty Holdings Ltd.

   

476,559

     

3,769,831

   

Nedbank Group Ltd.

   

162,871

     

2,495,181

   
     

6,265,012

   

Materials (0.9%):

 

AngloGold Ashanti Ltd.

   

152,469

     

3,465,318

   
     

16,625,178

   

Taiwan (10.5%):

 

Consumer Discretionary (0.6%):

 

Giant Manufacturing Co. Ltd.

   

316,000

     

2,249,662

   

Financials (2.3%):

 

Chailease Holding Co. Ltd.

   

556,200

     

2,564,163

   

Fubon Financial Holding Co. Ltd.

   

1,722,000

     

2,666,926

   

Yuanta Financial Holding Co. Ltd.

   

6,013,000

     

4,053,917

   
     

9,285,006

   

Industrials (0.6%):

 

Far Eastern New Century Corp.

   

2,669,000

     

2,658,397

   

Information Technology (7.0%):

 

Globalwafers Co. Ltd.

   

462,000

     

5,916,951

   

Taiwan Semiconductor Manufacturing Co. Ltd.

   

1,696,998

     

18,783,338

   

See notes to financial statements.


33



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Walsin Technology Corp.

   

509,000

   

$

4,063,190

   
     

28,763,479

   
     

42,956,544

   

Thailand (3.1%):

 

Communication Services (1.0%):

 

Advanced Info Service PCL

   

248,200

     

1,762,632

   

Plan B Media PCL

   

9,599,700

     

2,433,065

   
     

4,195,697

   

Consumer Discretionary (0.2%):

 

Com7 PCL (c)

   

1,154,800

     

1,020,594

   

Consumer Staples (0.3%):

 
CP ALL PCL    

515,600

     

1,242,518

   

Financials (0.6%):

 

Siam Commercial Bank PCL

   

560,800

     

2,280,732

   

Industrials (0.5%):

 

Gunkul Engineering PCL

   

19,056,400

     

1,894,600

   

Materials (0.5%):

 

Tipco Asphalt PCL

   

3,169,200

     

2,240,424

   
     

12,874,565

   

Turkey (0.9%):

 

Consumer Discretionary (0.5%):

 

Tofas Turk Otomobil Fabrikasi AS

   

438,561

     

1,982,038

   

Energy (0.4%):

 

Tupras Turkiye Petrol Rafinerileri AS

   

78,129

     

1,667,514

   
     

3,649,552

   

United Kingdom (1.0%):

 

Materials (1.0%):

 

Anglo American PLC

   

61,435

     

1,764,632

   

Antofagasta PLC

   

198,141

     

2,398,674

   
     

4,163,306

   

Total Common Stocks (Cost $333,346,744)

   

399,664,235

   

Preferred Stocks (0.7%)

 

Brazil (0.7%):

 

Industrials (0.7%):

 

Randon SA Implementos e Participacoes

   

855,100

     

2,859,147

   

Total Preferred Stocks (Cost $1,853,592)

   

2,859,147

   

Collateral for Securities Loaned^ (0.6%)

 

United States (0.6%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (d)

   

111,877

     

111,877

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (d)

   

616,359

     

616,359

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (d)

   

18,686

     

18,686

   

See notes to financial statements.


34



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (d)
   

372,345

   

$

372,345

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (d)

   

409,608

     

409,608

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (d)
   

819,188

     

819,189

   

Total Collateral for Securities Loaned (Cost $2,348,063)

   

2,348,064

   

Total Investments (Cost $337,548,399) — 98.9%

   

404,871,446

   

Other assets in excess of liabilities — 1.1%

   

4,697,297

   

NET ASSETS — 100.00%

 

$

409,568,743

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

(b)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $1,782,359 and amounted to 0.4% of net assets.

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

(d)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.


35



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (96.2%)

 

Brazil (6.1%):

 

Consumer Discretionary (2.4%):

 

Even Construtora E Incorporadora SA (a)

   

13,600

   

$

52,910

   

Grupo SBF SA (a)

   

8,300

     

72,916

   
     

125,826

   

Financials (0.8%):

 

Banco ABC Brasil SA

   

8,408

     

42,323

   

Health Care (0.9%):

 

Qualicorp Consultoria e Corretora de Seguros SA

   

5,300

     

49,068

   

Industrials (1.1%):

 

Companhia de Locacao das Americas

   

7,200

     

40,792

   

JSL SA

   

2,300

     

15,376

   
     

56,168

   

Real Estate (0.9%):

 

Aliansce Sonae Shopping Centers SA

   

3,890

     

48,613

   
     

321,998

   

Canada (0.8%):

 

Energy (0.8%):

 

Parex Resources, Inc. (a)

   

2,187

     

40,678

   

China (11.7%):

 

Communication Services (0.8%):

 
Wuhu Sanqi Interactive Entertainment Network Technology Group Co. Ltd.,
Class A
   

11,594

     

44,888

   

Consumer Discretionary (0.6%):

 

Tongcheng-Elong Holdings Ltd. (a)

   

17,200

     

30,874

   

Consumer Staples (1.2%):

 

Anhui Kouzi Distillery Co. Ltd., Class A

   

4,100

     

32,365

   

Ausnutria Dairy Corp. Ltd.

   

23,000

     

33,144

   
     

65,509

   

Energy (0.8%):

 

China Suntien Green Energy Corp. Ltd., Class H

   

141,000

     

40,726

   

Health Care (0.7%):

 

Luye Pharma Group Ltd. (b)(c)

   

46,000

     

34,490

   

Industrials (1.3%):

 

Shenzhen Expressway Co. Ltd., Class H (b)

   

24,000

     

34,441

   

Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H

   

43,200

     

36,215

   
     

70,656

   

Information Technology (3.2%):

 

Beijing Sinnet Technology Co. Ltd., Class A

   

13,700

     

39,513

   

Chinasoft International Ltd.

   

82,000

     

46,290

   

See notes to financial statements.


36



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Kingdee International Software Group Co. Ltd.

   

42,000

   

$

42,021

   

Venustech Group, Inc., Class A

   

8,100

     

39,353

   
     

167,177

   

Materials (0.7%):

 

West China Cement Ltd.

   

242,000

     

39,775

   

Real Estate (2.4%):

 

China SCE Group Holdings Ltd.

   

90,000

     

52,427

   

Times Property Holdings Ltd.

   

20,000

     

39,857

   

Yuzhou Properties Co. Ltd.

   

63,000

     

34,662

   
     

126,946

   
     

621,041

   

Cyprus (1.0%):

 

Financials (1.0%):

 

TCS Group Holding PLC, GDR

   

2,468

     

53,135

   

Egypt (0.8%):

 

Health Care (0.8%):

 

Cleopatra Hospital (a)

   

109,599

     

41,314

   

Greece (2.0%):

 

Industrials (1.1%):

 

Mytilineos Holdings SA

   

5,393

     

59,226

   

Utilities (0.9%):

 

Terna Energy SA

   

5,311

     

45,647

   
     

104,873

   

Hong Kong (1.7%):

 

Communication Services (0.6%):

 

CITIC Telecom International Holdings Ltd.

   

87,000

     

31,711

   

Information Technology (1.0%):

 

Kingboard Laminates Holdings Ltd. (b)

   

41,500

     

51,445

   

Real Estate (0.1%):

 

Times Neighborhood Holdings Ltd. (a)

   

7,692

     

4,788

   
     

87,944

   

India (11.0%):

 

Consumer Discretionary (2.2%):

 

Aditya Birla Fashion and Retail Ltd. (a)

   

18,739

     

60,865

   

The Indian Hotels Co. Ltd.

   

28,036

     

56,975

   
     

117,840

   

Energy (1.0%):

 

Petronet LNG Ltd.

   

13,893

     

52,177

   

Financials (2.2%):

 

Cholamandalam Investment and Finance Co. Ltd.

   

10,115

     

43,303

   

See notes to financial statements.


37



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Federal Bank Ltd.

   

23,013

   

$

28,368

   

Manappuram Finance Ltd.

   

18,425

     

45,820

   
     

117,491

   

Health Care (1.0%):

 

Alkem Laboratories Ltd.

   

1,966

     

55,498

   

Industrials (2.1%):

 

Engineers India Ltd.

   

38,150

     

52,928

   

PNC Infratech Ltd.

   

21,258

     

57,092

   
     

110,020

   

Materials (1.5%):

 

Berger Paints India Ltd.

   

7,546

     

54,521

   

JK Lakshmi Cement Ltd.

   

6,835

     

26,815

   
     

81,336

   

Utilities (1.0%):

 

CESC Ltd.

   

5,041

     

52,056

   
     

586,418

   

Indonesia (3.6%):

 

Consumer Discretionary (0.9%):

 

PT Mitra Adiperkasa Tbk

   

645,600

     

49,061

   

Industrials (0.7%):

 

PT Wijaya Karya (Persero) Tbk

   

245,200

     

35,067

   

Materials (1.4%):

 

PT Indocement Tunggal Prakarsa Tbk

   

26,700

     

36,525

   

PT Merdeka Copper Gold Tbk (a)

   

485,000

     

37,379

   
     

73,904

   

Real Estate (0.6%):

 

PT Bekasi Fajar Industrial Estate Tbk

   

2,031,400

     

31,613

   
     

189,645

   

Korea, Republic Of (16.4%):

 

Communication Services (1.8%):

 

AfreecaTV Co. Ltd.

   

807

     

48,036

   

Innocean Worldwide, Inc.

   

784

     

48,107

   
     

96,143

   

Consumer Discretionary (1.5%):

 

Fila Korea Ltd.

   

749

     

34,229

   

Hyosung TNC Co. Ltd.

   

329

     

43,790

   
     

78,019

   

Consumer Staples (1.3%):

 

BGF Retail Co. Ltd.

   

250

     

36,584

   

NeoPharm Co. Ltd.

   

858

     

35,848

   
     

72,432

   

See notes to financial statements.


38



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Health Care (3.8%):

 

Caregen Co. Ltd. (a)(d)(e)

   

571

   

$

33,999

   

Dong-A ST Co. Ltd.

   

459

     

47,150

   

Hanall Biopharma Co. Ltd. (a)

   

1,347

     

42,035

   

Il Dong Pharmaceutical Co. Ltd. (a)

   

2,570

     

37,086

   

I-Sens, Inc.

   

1,876

     

41,617

   
     

201,887

   

Industrials (0.8%):

 

Samsung Engineering Co. Ltd. (a)

   

2,510

     

41,486

   

Information Technology (5.3%):

 

Douzone Bizon Co. Ltd.

   

813

     

56,841

   

HyVision System, Inc. (a)

   

4,986

     

53,702

   

LG Innotek Co. Ltd.

   

361

     

43,517

   

SFA Engineering Corp.

   

1,084

     

43,301

   

Tokai Carbon Korea Co. Ltd.

   

584

     

33,240

   

Unitest, Inc.

   

4,026

     

49,844

   
     

280,445

   

Materials (1.9%):

 

Hansol Chemical Co. Ltd.

   

616

     

56,380

   

Ssangyong Cement Industrial Co. Ltd.

   

8,767

     

42,950

   
     

99,330

   
     

869,742

   

Malaysia (1.0%):

 

Financials (1.0%):

 

RHB Capital Berhad

   

36,400

     

51,445

   

Mexico (2.7%):

 

Consumer Discretionary (0.7%):

 

Alsea SAB de CV (a)

   

13,897

     

36,634

   

Financials (1.1%):

 

Gentera SAB de CV

   

58,326

     

60,075

   

Industrials (0.9%):

 

Controladora Vuela Cia de Aviacion SAB de CV, ADR (a)

   

4,684

     

48,807

   
     

145,516

   

Peru (1.3%):

 

Financials (0.7%):

 

Intercorp Financial Services, Inc.

   

882

     

36,074

   

Industrials (0.6%):

 

Ferreycorp SAA

   

51,229

     

33,889

   
     

69,963

   

Philippines (2.4%):

 

Consumer Discretionary (0.9%):

 

Bloomberry Resorts Corp.

   

220,500

     

49,179

   

See notes to financial statements.


39



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Financials (0.7%):

 

Metropolitan Bank & Trust Co.

   

27,960

   

$

36,589

   

Industrials (0.8%):

 

Cebu Air, Inc.

   

25,220

     

44,532

   
     

130,300

   

Poland (1.6%):

 

Communication Services (0.9%):

 

CD Projekt SA

   

692

     

51,048

   

Energy (0.7%):

 

Grupa Lotos SA

   

1,666

     

36,764

   
     

87,812

   

Saudi Arabia (2.1%):

 

Consumer Discretionary (1.5%):

 

Jarir Marketing Co.

   

857

     

37,839

   

Leejam Sports Co. JSC

   

1,979

     

42,766

   
     

80,605

   

Financials (0.6%):

 

Bupa Arabia for Cooperative Insurance Co.

   

1,231

     

33,632

   
     

114,237

   

South Africa (3.3%):

 

Consumer Staples (0.8%):

 

The SPAR Group Ltd.

   

3,206

     

45,316

   

Financials (0.7%):

 

Liberty Holdings Ltd.

   

4,862

     

38,461

   

Materials (1.8%):

 

AngloGold Ashanti Ltd.

   

1,799

     

40,888

   

Impala Platinum Holdings Ltd. (a)

   

5,195

     

53,107

   
     

93,995

   
     

177,772

   

Taiwan (15.6%):

 

Consumer Discretionary (3.9%):

 

Giant Manufacturing Co. Ltd.

   

5,000

     

35,596

   

Power Wind Health Industry, Inc.

   

6,692

     

44,760

   

Poya International Co. Ltd.

   

4,000

     

56,245

   

Tong Yang Industry Co. Ltd.

   

23,000

     

35,787

   

Topkey Corp.

   

7,000

     

32,550

   
     

204,938

   

Financials (2.0%):

 

Chailease Holding Co. Ltd.

   

11,330

     

52,233

   

China Life Insurance Co. Ltd. (a)

   

62,000

     

52,936

   
     

105,169

   

See notes to financial statements.


40



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Health Care (0.7%):

 

Bioteque Corp.

   

9,000

   

$

39,166

   

Industrials (1.0%):

 

Taiwan Secom Co. Ltd.

   

18,000

     

53,319

   

Information Technology (7.0%):

 

Flexium Interconnect, Inc.

   

17,000

     

65,036

   

Formosa Sumco Technology Corp.

   

12,000

     

46,855

   

Global Unichip Corp.

   

5,000

     

40,249

   

Micro-Star International Co. Ltd.

   

17,000

     

49,156

   

Sino-American Silicon Products, Inc.

   

17,000

     

56,468

   

Walsin Technology Corp.

   

8,000

     

63,862

   

Wistron Corp.

   

53,000

     

50,180

   
     

371,806

   

Materials (1.0%):

 

Shinkong Synthetic Fibers Corp.

   

130,000

     

52,220

   
     

826,618

   

Taiwan, Province Of China (3.3%):

 

Consumer Discretionary (0.8%):

 

La Kaffa International Co. Ltd.

   

7,000

     

39,629

   

Information Technology (2.5%):

 

Holy Stone Enterprise Co. Ltd.

   

12,000

     

46,491

   

Lelon Electronics Corp.

   

31,000

     

45,422

   

Supreme Electronics Co. Ltd.

   

41,000

     

41,238

   
     

133,151

   
     

172,780

   

Thailand (4.9%):

 

Communication Services (1.3%):

 

Major Cineplex Group PCL

   

37,200

     

31,339

   

Plan B Media PCL

   

160,100

     

40,578

   
     

71,917

   

Consumer Discretionary (1.0%):

 

Com7 PCL

   

17,600

     

15,555

   

Somboon Advance Technology PCL

   

68,100

     

35,459

   
     

51,014

   

Financials (1.0%):

 

Kiatnakin Bank PCL

   

24,000

     

52,842

   

Industrials (0.8%):

 

Gunkul Engineering PCL

   

415,800

     

41,339

   

Materials (0.8%):

 

Tipco Asphalt PCL

   

58,700

     

41,497

   
     

258,609

   

See notes to financial statements.


41



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Turkey (2.9%):

 

Consumer Discretionary (1.5%):

 

Kordsa Teknik Tekstil AS

   

19,545

   

$

43,023

   

Tofas Turk Otomobil Fabrikasi AS

   

8,224

     

37,168

   

Yatas Yatak ve Yorgan Sanayi ve Ticaret AS (a)

   

     

(f)

 
     

80,191

   

Consumer Staples (0.8%):

 

BIM Birlesik Magazalar AS

   

5,110

     

40,135

   

Energy (0.6%):

 

Tupras Turkiye Petrol Rafinerileri AS

   

1,531

     

32,677

   
     

153,003

   

Total Common Stocks (Cost $4,540,571)

   

5,104,843

   

Preferred Stocks (2.1%)

 

Brazil (2.1%):

 

Financials (1.0%):

 

Banco do Estado do Rio Grande do Sul SA, Class B

   

9,700

     

52,442

   

Industrials (1.1%):

 

Randon SA Implementos e Participacoes

   

17,400

     

58,179

   
     

110,621

   

Total Preferred Stocks (Cost $82,964)

   

110,621

   

Collateral for Securities Loaned^ (2.1%)

 

United States (2.1%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (g)

   

5,444

     

5,444

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (g)

   

29,994

     

29,994

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (g)

   

909

     

909

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 1.80% (g)
   

18,120

     

18,120

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (g)

   

19,933

     

19,933

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 1.76% (g)
   

39,865

     

39,865

   

Total Collateral for Securities Loaned (Cost $114,265)

   

114,265

   

Total Investments (Cost $4,737,800) — 100.3%

   

5,329,729

   

Liabilities in excess of other assets — (0.3)%

   

(14,390

)

 

NET ASSETS — 100.00%

 

$

5,315,339

   

^  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)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, the fair value of these securities was $34,490 and amounted to 0.6% of net assets.

See notes to financial statements.


42



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.6% of the Fund's net assets as of December 31, 2019. This security is classified as Level 3 within the fair value hierarchy. (See Note 2)

(e)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, illiquid securities were 0.6% of the Fund's net assets.

(f)  Rounds to less than $1.

(g)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.


43



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory RS
International
Fund
  Victory
RS Global
Fund
 

ASSETS:

 

Investments, at value (Cost $251,139,528 and $64,759,625)

 

$

271,102,308

(a)

 

$

83,227,220

(b)

 

Foreign currency, at value (Cost $— and $8,212)

   

     

8,263

   

Cash and cash equivalents

   

9,021,906

     

1,468,851

   

Interest and dividends receivable

   

117,881

     

54,198

   

Receivable for capital shares issued

   

629,350

     

8,244

   

Reclaims receivable

   

122,806

     

49,468

   

Receivable from Adviser

   

84,949

     

89,276

   

Prepaid expenses

   

24,970

     

25,865

   

Total Assets

   

281,104,170

     

84,931,385

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

22,253

     

113,975

   

Capital shares redeemed

   

11,637

     

82,064

   

Accrued foreign capital gains taxes

   

     

24,555

   

Accrued expenses and other payables:

 

Investment advisory fees

   

183,287

     

56,301

   

Administration fees

   

13,446

     

4,060

   

Custodian fees

   

10,379

     

5,588

   

Transfer agent fees

   

19,174

     

15,244

   

Compliance fees

   

193

     

64

   

Trustees' fees

   

246

     

84

   
12b-1 fees    

3,684

     

4,708

   

Other accrued expenses

   

26,656

     

23,054

   

Total Liabilities

   

290,955

     

329,697

   

NET ASSETS:

 

Capital

   

259,971,310

     

67,201,219

   

Total distributable earnings/(loss)

   

20,841,905

     

17,400,469

   

Net Assets

 

$

280,813,215

   

$

84,601,688

   

Net Assets

 

Class A Shares

 

$

22,619,937

   

$

26,471,375

   

Class C Shares

   

1,479,759

     

3,100,604

   

Class R Shares

   

2,652,250

     

2,365,182

   

Class R6 Shares

   

178,695,422

     

123,523

   

Class Y Shares

   

75,365,847

     

52,541,004

   

Total

 

$

280,813,215

   

$

84,601,688

   
Shares (unlimited number of shares authorized with a par
value of $0.001 per share):
 

Class A Shares

   

1,749,583

     

1,780,930

   

Class C Shares

   

158,076

     

215,649

   

Class R Shares

   

219,795

     

127,474

   

Class R6 Shares

   

16,700,345

     

11,158

   

Class Y Shares

   

5,915,552

     

3,568,608

   

Total

   

24,743,351

     

5,703,819

   
Net asset value, offering (except Class A Shares) and redemption
price per share:
 

Class A Shares

 

$

12.93

   

$

14.86

   

Class C Shares (c)

 

$

9.36

   

$

14.38

   

Class R Shares

 

$

12.07

   

$

18.55

   

Class R6 Shares

 

$

10.70

   

$

11.07

   

Class Y Shares

 

$

12.74

   

$

14.72

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

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

$

13.72

   

$

15.77

   

(a)  Includes $20,962 of securities on loan.

(b)  Includes $108,428 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


44



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory Sophus
Emerging
Markets Fund
  Victory Sophus
Emerging
Markets Small
Cap Fund
 

ASSETS:

 

Investments, at value (Cost $337,548,399 and $4,737,800)

 

$

404,871,446

(a)

 

$

5,329,729

(b)

 

Foreign currency, at value (Cost $613,608 and $16,538)

   

615,331

     

16,582

   

Cash and cash equivalents

   

5,959,614

     

60,655

   

Interest and dividends receivable

   

1,091,450

     

6,872

   

Receivable for capital shares issued

   

415,983

     

   

Receivable for investments sold

   

516,427

     

4,624

   

Reclaims receivable

   

5,123

     

626

   

Receivable from Adviser

   

203,968

     

27,310

   

Prepaid expenses

   

18,646

     

29,703

   

Total Assets

   

413,697,988

     

5,476,101

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

2,348,064

     

114,265

   

Investments purchased

   

188,943

     

5,069

   

Capital shares redeemed

   

951,027

     

   

Accrued foreign capital gains taxes

   

110,426

     

2,305

   

Accrued expenses and other payables:

 

Investment advisory fees

   

333,585

     

5,498

   

Administration fees

   

19,089

     

252

   

Custodian fees

   

39,167

     

6,998

   

Transfer agent fees

   

65,134

     

586

   

Compliance fees

   

253

     

3

   

Trustees' fees

   

371

     

5

   
12b-1 fees    

12,336

     

96

   

Other accrued expenses

   

60,850

     

25,685

   

Total Liabilities

   

4,129,245

     

160,762

   

NET ASSETS:

 

Capital

   

358,355,172

     

4,785,441

   

Total distributable earnings/(loss)

   

51,213,571

     

529,898

   

Net Assets

 

$

409,568,743

   

$

5,315,339

   

Net Assets

 

Class A Shares

 

$

62,346,075

   

$

336,117

   

Class C Shares

   

5,787,369

     

139,880

   

Class R Shares

   

13,816,277

     

   

Class R6 Shares

   

72,196,074

     

   

Class Y Shares

   

255,422,948

     

4,839,342

   

Total

 

$

409,568,743

   

$

5,315,339

   
Shares (unlimited number of shares authorized with a par
value of $0.001 per share):
 

Class A Shares

   

2,917,252

     

45,887

   

Class C Shares

   

362,978

     

21,016

   

Class R Shares

   

689,728

     

   

Class R6 Shares

   

3,330,016

     

   

Class Y Shares

   

11,888,863

     

663,512

   

Total

   

19,188,837

     

730,415

   

(continues on next page)

See notes to financial statements.


45



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 

  (continued)

    Victory Sophus
Emerging
Markets Fund
  Victory Sophus
Emerging
Markets Small
Cap Fund
 
Net asset value, offering (except Class A Shares) and redemption
price per share:
 

Class A Shares

 

$

21.37

   

$

7.32

   

Class C Shares (c)

 

$

15.94

   

$

6.66

   

Class R Shares

 

$

20.03

   

$

   

Class R6 Shares

 

$

21.68

   

$

   

Class Y Shares

 

$

21.48

   

$

7.29

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

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

$

22.67

   

$

7.77

   

(a)  Includes $2,231,350 of securities on loan.

(b)  Includes $108,339 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


46



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory RS
International
Fund
  Victory RS
Global Fund
 

Investment Income:

 

Dividends

 

$

2,546,176

   

$

1,449,690

   

Interest

   

67,329

     

22,063

   

Securities lending (net of fees)

   

6,582

     

3,802

   

Foreign tax withholding

   

(271,036

)

   

(83,015

)

 

Total Income

   

2,349,051

     

1,392,540

   

Expenses:

 

Investment advisory fees

   

770,705

     

440,299

   

Administration fees

   

57,617

     

33,407

   

12b-1 fees — Class A Shares

   

46,383

     

25,849

   

12b-1 fees — Class C Shares

   

12,079

     

26,974

   

12b-1 fees — Class R Shares

   

11,111

     

10,214

   

Custodian fees

   

49,822

     

23,811

   

Transfer agent fees

   

1,616

     

1,889

   

Transfer agent fees — Class A Shares

   

34,579

     

13,799

   

Transfer agent fees — Class C Shares

   

1,801

     

3,127

   

Transfer agent fees — Class R Shares

   

4,403

     

5,085

   

Transfer agent fees — Class R6 Shares (a)

   

71

     

41

   

Transfer agent fees — Class Y Shares

   

34,510

     

40,551

   

Trustees' fees

   

5,366

     

5,042

   

Compliance fees

   

646

     

421

   

Legal and audit fees

   

19,571

     

16,868

   

State registration and filing fees

   

73,214

     

71,746

   

Other expenses

   

45,886

     

34,917

   

Total Expenses

   

1,169,380

     

754,040

   

Expenses waived/reimbursed by Adviser

   

(266,869

)

   

(359,812

)

 

Net Expenses

   

902,511

     

394,228

   

Net Investment Income (Loss)

   

1,446,540

     

998,312

   

Realized/Unrealized Gains (Losses) from Investments:

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

(113,975

)

   

(631,233

)

 

Foreign refunds (taxes) on realized gains

   

     

4,492

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

19,916,509

     

14,003,091

   

Net change in accrued foreign taxes on unrealized gains

   

     

(14,260

)

 

Net realized/unrealized gains (losses) on investments

   

19,802,534

     

13,362,090

   

Change in net assets resulting from operations

 

$

21,249,074

   

$

14,360,402

   

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

See notes to financial statements.


47



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory Sophus
Emerging
Markets Fund
  Victory Sophus
Emerging
Markets Small
Cap Fund
 

Investment Income:

 

Cash dividends

 

$

10,660,335

   

$

156,569

   

Non-cash dividends

   

2,201,220

     

   

Interest

   

108,019

     

1,332

   

Securities lending (net of fees)

   

106,868

     

1,234

   

Foreign tax withholding

   

(1,007,324

)

   

(18,652

)

 

Total Income

   

12,069,118

     

140,483

   

Expenses:

 

Investment advisory fees

   

3,610,821

     

63,853

   

Administration fees

   

220,457

     

3,120

   

12b-1 fees — Class A Shares

   

149,334

     

764

   

12b-1 fees — Class C Shares

   

77,691

     

1,382

   

12b-1 fees — Class R Shares

   

65,879

     

   

Custodian fees

   

236,806

     

54,601

   

Transfer agent fees

   

11,313

     

1,415

   

Transfer agent fees — Class A Shares

   

91,900

     

589

   

Transfer agent fees — Class C Shares

   

10,200

     

178

   

Transfer agent fees — Class R Shares

   

21,981

     

   

Transfer agent fees — Class R6 Shares

   

1,452

     

   

Transfer agent fees — Class Y Shares

   

238,165

     

1,746

   

Trustees' fees

   

29,229

     

1,670

   

Compliance fees

   

2,807

     

40

   

Legal and audit fees

   

56,251

     

26,442

   

State registration and filing fees

   

95,949

     

41,818

   

Line of credit fees

   

     

119

   

Interfund lending fees

   

1,166

     

10

   

Other expenses

   

107,545

     

32,649

   

Total Expenses

   

5,028,946

     

230,396

   

Expenses waived/reimbursed by Adviser

   

(1,124,230

)

   

(151,458

)

 

Net Expenses

   

3,904,716

     

78,938

   

Net Investment Income (Loss)

   

8,164,402

     

61,545

   

Realized/Unrealized Gains (Losses) from Investments:

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

(6,722,276

)

   

112,327

   

Foreign refunds (taxes) on realized gains

   

(54,657

)

   

6,291

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

72,571,401

     

788,244

   

Net change in accrued foreign taxes on unrealized gains

   

(15,750

)

   

(2,303

)

 

Net realized/unrealized gains (losses) on investments

   

65,778,718

     

904,559

   

Change in net assets resulting from operations

 

$

73,943,120

   

$

966,104

   

See notes to financial statements.


48



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

1,446,540

   

$

477,399

   

$

998,312

   

$

570,635

   
Net realized gains (losses) from
investments
   

(113,975

)

   

1,177,830

     

(626,741

)

   

860,931

   
Net change in unrealized
appreciation/depreciation
on investments
   

19,916,509

     

(4,529,981

)

   

13,988,831

     

(3,474,816

)

 
Change in net assets resulting
from operations
   

21,249,074

     

(2,874,752

)

   

14,360,402

     

(2,043,250

)

 

Distributions to Shareholders:

 

Class A Shares

   

(14,432

)

   

(284,566

)

   

(298,099

)

   

(235,004

)

 

Class C Shares

   

(963

)

   

(11,666

)

   

(18,415

)

   

(90,683

)

 

Class R Shares

   

(1,332

)

   

(31,806

)

   

(18,008

)

   

(63,429

)

 

Class R6 Shares (a)

   

(400,310

)

   

     

(1,870

)

   

   

Class Y Shares

   

(155,010

)

   

(123,500

)

   

(719,354

)

   

(1,171,457

)

 
Change in net assets resulting from
distributions to shareholders
   

(572,047

)

   

(451,538

)

   

(1,055,746

)

   

(1,560,573

)

 
Change in net assets resulting from
capital transactions
   

235,953,255

     

2,287,100

     

35,779,871

     

6,560,242

   

Change in net assets

   

256,630,282

     

(1,039,190

)

   

49,084,527

     

2,956,419

   

Net Assets:

 

Beginning of period

   

24,182,933

     

25,222,123

     

35,517,161

     

32,560,742

   

End of period

 

$

280,813,215

   

$

24,182,933

   

$

84,601,688

   

$

35,517,161

   

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

(continues on next page)

See notes to financial statements.


49



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

6,373,842

   

$

2,288,447

   

$

20,850,831

   

$

3,860,237

   

Distributions reinvested

   

14,244

     

281,572

     

297,840

     

234,677

   

Cost of shares redeemed

   

(3,048,817

)

   

(3,237,246

)

   

(2,936,045

)

   

(1,373,547

)

 

Total Class A Shares

 

$

3,339,269

   

$

(667,227

)

 

$

18,212,626

   

$

2,721,367

   

Class C Shares

 

Proceeds from shares issued

 

$

819,811

   

$

194,402

   

$

795,903

   

$

971,122

   

Distributions reinvested

   

960

     

11,611

     

17,374

     

85,530

   

Cost of shares redeemed

   

(247,174

)

   

(465,668

)

   

(737,389

)

   

(594,065

)

 

Total Class C Shares

 

$

573,597

   

$

(259,655

)

 

$

75,888

   

$

462,587

   

Class R Shares

 

Proceeds from shares issued

 

$

927,579

   

$

223,517

   

$

771,536

   

$

1,047,820

   

Distributions reinvested

   

1,332

     

31,806

     

18,002

     

63,412

   

Cost of shares redeemed

   

(477,688

)

   

(706,064

)

   

(869,410

)

   

(1,274,358

)

 

Total Class R Shares

 

$

451,223

   

$

(450,741

)

 

$

(79,872

)

 

$

(163,126

)

 

Class R6 Shares (a)

 

Proceeds from shares issued

 

$

173,919,837

   

$

   

$

116,672

   

$

   

Distributions reinvested

   

397,374

     

     

1,870

     

   

Cost of shares redeemed

   

(6,233,457

)

   

     

     

   

Total Class R6 Shares

 

$

168,083,754

   

$

   

$

118,542

   

$

   

Class Y Shares

 

Proceeds from shares issued

 

$

67,946,711

   

$

4,390,231

   

$

28,548,290

   

$

9,260,102

   

Distributions reinvested

   

154,814

     

120,168

     

711,835

     

1,155,690

   

Cost of shares redeemed

   

(4,596,113

)

   

(845,676

)

   

(11,807,438

)

   

(6,876,378

)

 

Total Class Y Shares

 

$

63,505,412

   

$

3,664,723

   

$

17,452,687

   

$

3,539,414

   
Change in net assets resulting from
capital transactions
 

$

235,953,255

   

$

2,287,100

   

$

35,779,871

   

$

6,560,242

   

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

(continues on next page)

See notes to financial statements.


50



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

523,906

     

195,662

     

1,487,189

     

307,527

   

Reinvested

   

1,104

     

26,639

     

20,145

     

20,347

   

Redeemed

   

(253,679

)

   

(271,037

)

   

(220,393

)

   

(105,006

)

 

Total Class A Shares

   

271,331

     

(48,736

)

   

1,286,941

     

222,868

   

Class C Shares

 

Issued

   

95,902

     

23,020

     

59,708

     

76,188

   

Reinvested

   

103

     

1,506

     

1,215

     

7,669

   

Redeemed

   

(28,453

)

   

(53,829

)

   

(56,283

)

   

(47,913

)

 

Total Class C Shares

   

67,552

     

(29,303

)

   

4,640

     

35,944

   

Class R Shares

 

Issued

   

83,638

     

20,065

     

45,802

     

63,257

   

Reinvested

   

111

     

3,216

     

976

     

4,422

   

Redeemed

   

(43,472

)

   

(65,948

)

   

(52,905

)

   

(78,778

)

 

Total Class R Shares

   

40,277

     

(42,667

)

   

(6,127

)

   

(11,099

)

 

Class R6 Shares (a)

 

Issued

   

17,284,970

     

     

10,988

     

   

Reinvested

   

37,199

     

     

170

     

   

Redeemed

   

(621,824

)

   

     

     

   

Total Class R6 Shares

   

16,700,345

     

     

11,158

     

   

Class Y Shares

 

Issued

   

5,719,982

     

373,965

     

2,167,090

     

722,761

   

Reinvested

   

12,169

     

11,555

     

48,603

     

101,047

   

Redeemed

   

(387,903

)

   

(75,831

)

   

(884,579

)

   

(538,364

)

 

Total Class Y Shares

   

5,344,248

     

309,689

     

1,331,114

     

285,444

   

Change in Shares

   

22,423,753

     

188,983

     

2,627,726

     

533,157

   

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

See notes to financial statements.


51



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory Sophus
Emerging Markets Fund
  Victory Sophus Emerging
Markets Small Cap Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

8,164,402

   

$

4,102,037

   

$

61,545

   

$

45,674

   
Net realized gains (losses) from
investments
   

(6,776,933

)

   

(14,816,850

)

   

118,618

     

206,641

   
Net change in unrealized
appreciation/depreciation
on investments
   

72,555,651

     

(57,042,614

)

   

785,941

     

(1,413,651

)

 
Change in net assets resulting
from operations
   

73,943,120

     

(67,757,427

)

   

966,104

     

(1,161,336

)

 

Distributions to Shareholders:

 

Class A Shares

   

(277,823

)

   

(2,404,521

)

   

(2,782

)

   

(77,275

)

 

Class C Shares

   

     

(487,115

)

   

(314

)

   

(28,802

)

 

Class R Shares

   

(39,217

)

   

(557,638

)

   

     

   

Class R6 Shares

   

(562,165

)

   

(1,290,095

)

   

     

   

Class Y Shares

   

(1,923,302

)

   

(7,886,236

)

   

(56,360

)

   

(697,233

)

 
Change in net assets resulting from
distributions to shareholders
   

(2,802,507

)

   

(12,625,605

)

   

(59,456

)

   

(803,310

)

 
Change in net assets resulting from
capital transactions
   

51,599,325

     

137,334,265

     

72,811

     

(938,856

)

 

Change in net assets

   

122,739,938

     

56,951,233

     

979,459

     

(2,903,502

)

 

Net Assets:

 

Beginning of period

   

286,828,805

     

229,877,572

     

4,335,880

     

7,239,382

   

End of period

 

$

409,568,743

   

$

286,828,805

   

$

5,315,339

   

$

4,335,880

   

(continues on next page)

See notes to financial statements.


52



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory Sophus
Emerging Markets Fund
  Victory Sophus Emerging
Markets Small Cap Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

9,482,029

   

$

33,865,822

   

$

32,131

   

$

292,487

   

Distributions reinvested

   

271,641

     

2,332,176

     

2,782

     

77,275

   

Cost of shares redeemed

   

(16,188,808

)

   

(39,120,936

)

   

(93,194

)

   

(1,300,280

)

 

Total Class A Shares

 

$

(6,435,138

)

 

$

(2,922,938

)

 

$

(58,281

)

 

$

(930,518

)

 

Class C Shares

 

Proceeds from shares issued

 

$

530,542

   

$

2,799,033

   

$

18,900

   

$

115,563

   

Distributions reinvested

   

     

472,508

     

314

     

24,961

   

Cost of shares redeemed

   

(6,342,404

)

   

(5,728,052

)

   

(16,359

)

   

(64,924

)

 

Total Class C Shares

 

$

(5,811,862

)

 

$

(2,456,511

)

 

$

2,855

   

$

75,600

   

Class R Shares

 

Proceeds from shares issued

 

$

1,606,429

   

$

3,155,291

   

$

   

$

   

Distributions reinvested

   

39,076

     

555,098

     

     

   

Cost of shares redeemed

   

(3,009,268

)

   

(5,171,495

)

   

     

   

Total Class R Shares

 

$

(1,363,763

)

 

$

(1,461,106

)

 

$

   

$

   

Class R6 Shares

 

Proceeds from shares issued

 

$

44,467,648

   

$

19,872,256

   

$

   

$

   

Distributions reinvested

   

562,165

     

1,290,095

     

     

   

Cost of shares redeemed

   

(12,538,852

)

   

(4,453,645

)

   

     

   

Total Class R6 Shares

 

$

32,490,961

   

$

16,708,706

   

$

   

$

   

Class Y Shares

 

Proceeds from shares issued

 

$

111,480,099

   

$

220,978,809

   

$

944,047

   

$

5,720,498

   

Distributions reinvested

   

1,893,634

     

7,831,210

     

56,360

     

697,233

   

Cost of shares redeemed

   

(80,654,606

)

   

(101,343,905

)

   

(872,170

)

   

(6,501,669

)

 

Total Class Y Shares

 

$

32,719,127

   

$

127,466,114

   

$

128,237

   

$

(83,938

)

 
Change in net assets resulting from
capital transactions
 

$

51,599,325

   

$

137,334,265

   

$

72,811

   

$

(938,856

)

 

(continues on next page)

See notes to financial statements.


53



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory Sophus
Emerging Markets Fund
  Victory Sophus Emerging
Markets Small Cap Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

497,792

     

1,521,048

     

4,925

     

28,462

   

Reinvested

   

12,862

     

134,716

     

384

     

12,922

   

Redeemed

   

(849,774

)

   

(1,795,173

)

   

(14,442

)

   

(130,028

)

 

Total Class A Shares

   

(339,120

)

   

(139,409

)

   

(9,133

)

   

(88,644

)

 

Class C Shares

 

Issued

   

37,273

     

165,816

     

3,242

     

12,466

   

Reinvested

   

     

36,742

     

48

     

4,588

   

Redeemed

   

(450,593

)

   

(354,786

)

   

(2,616

)

   

(7,100

)

 

Total Class C Shares

   

(413,320

)

   

(152,228

)

   

674

     

9,954

   

Class R Shares

 

Issued

   

89,819

     

152,588

     

     

   

Reinvested

   

1,974

     

34,252

     

     

   

Redeemed

   

(166,112

)

   

(266,765

)

   

     

   

Total Class R Shares

   

(74,319

)

   

(79,925

)

   

     

   

Class R6 Shares

 

Issued

   

2,305,144

     

957,135

     

     

   

Reinvested

   

26,252

     

73,315

     

     

   

Redeemed

   

(654,118

)

   

(200,408

)

   

     

   

Total Class R6 Shares

   

1,677,278

     

830,042

     

     

   

Class Y Shares

 

Issued

   

5,878,564

     

10,283,738

     

142,497

     

632,138

   

Reinvested

   

89,198

     

448,845

     

7,798

     

116,985

   

Redeemed

   

(4,237,322

)

   

(5,031,804

)

   

(129,332

)

   

(670,562

)

 

Total Class Y Shares

   

1,730,440

     

5,700,779

     

20,963

     

78,561

   

Change in Shares

   

2,580,959

     

6,159,259

     

12,504

     

(129

)

 

See notes to financial statements.


54



This page is intentionally left blank.


55



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory RS International Fund

 

Class A

 
Year Ended
12/31/19
 

$

10.63

     

0.26

     

2.05

     

2.31

     

(e)

   

(0.01

)

   

(0.01

)

 
Year Ended
12/31/18
 

$

12.12

     

0.23

     

(1.52

)

   

(1.29

)

   

(0.20

)

   

     

(0.20

)

 
Year Ended
12/31/17
 

$

9.84

     

0.19

     

2.29

     

2.48

     

(0.20

)

   

     

(0.20

)

 
Year Ended
12/31/16
 

$

9.78

     

0.16

     

(0.07

)

   

0.09

     

(0.17

)

   

     

(0.17

)

 
Year Ended
12/31/15
 

$

9.87

     

0.15

     

(0.09

)

   

0.06

     

(0.15

)

   

     

(0.15

)

 

Class C

 
Year Ended
12/31/19
 

$

7.76

     

0.12

     

1.49

     

1.61

     

     

(0.01

)

   

(0.01

)

 
Year Ended
12/31/18
 

$

8.89

     

0.11

     

(1.11

)

   

(1.00

)

   

(0.13

)

   

     

(0.13

)

 
Year Ended
12/31/17
 

$

7.26

     

0.08

     

1.68

     

1.76

     

(0.13

)

   

     

(0.13

)

 
Year Ended
12/31/16
 

$

7.26

     

0.07

     

(0.08

)

   

(0.01

)

   

(0.13

)

   

     

(0.13

)

 
Year Ended
12/31/15
 

$

7.36

     

0.05

     

(0.07

)

   

(0.02

)

   

(0.08

)

   

     

(0.08

)

 

Class R

 
Year Ended
12/31/19
 

$

9.95

     

0.21

     

1.92

     

2.13

     

     

(0.01

)

   

(0.01

)

 
Year Ended
12/31/18
 

$

11.35

     

0.19

     

(1.42

)

   

(1.23

)

   

(0.17

)

   

     

(0.17

)

 
Year Ended
12/31/17
 

$

9.23

     

0.15

     

2.14

     

2.29

     

(0.17

)

   

     

(0.17

)

 
Year Ended
12/31/16
 

$

9.18

     

0.11

     

(0.06

)

   

0.05

     

(0.14

)

   

     

(0.14

)

 
Year Ended
12/31/15
 

$

9.27

     

0.11

     

(0.09

)

   

0.02

     

(0.11

)

   

     

(0.11

)

 

Class R6

 
5/2/2019(g)
through
12/31/19
 

$

10.00

     

0.06

     

0.67

     

0.73

     

(0.02

)

   

(0.01

)

   

(0.03

)

 

Class Y

 
Year Ended
12/31/19
 

$

10.47

     

0.22

     

2.08

     

2.30

     

(0.02

)

   

(0.01

)

   

(0.03

)

 
Year Ended
12/31/18
 

$

11.93

     

0.23

     

(1.47

)

   

(1.24

)

   

(0.22

)

   

     

(0.22

)

 
Year Ended
12/31/17
 

$

9.69

     

0.22

     

2.26

     

2.48

     

(0.24

)

   

     

(0.24

)

 
Year Ended
12/31/16
 

$

9.62

     

0.18

     

(0.06

)

   

0.12

     

(0.19

)

   

     

(0.19

)

 
Year Ended
12/31/15
 

$

9.70

     

0.18

     

(0.09

)

   

0.09

     

(0.17

)

   

     

(0.17

)

 

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

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

(c)  Annualized for periods less than one year.

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

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

(f)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was 1.45% for the period shown. (See Note 8)

(g)  Commencement of operations.

See notes to financial statements.


56



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)(b)
  Net
Expenses(c)
  Net
Investment
Income
(Loss)(c)
  Gross
Expenses(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)(d)
 

Victory RS International Fund

 

Class A

 
Year Ended
12/31/19
   

   

$

12.93

     

21.72

%

   

1.13

%

   

2.18

%

   

1.55

%

 

$

22,620

     

20

%

 
Year Ended
12/31/18
   

   

$

10.63

     

(10.65

)%

   

1.13

%

   

1.97

%

   

1.61

%

 

$

15,716

     

52

%

 
Year Ended
12/31/17
   

   

$

12.12

     

25.26

%

   

1.20

%

   

1.66

%

   

1.81

%

 

$

18,512

     

60

%

 
Year Ended
12/31/16
   

0.14

   

$

9.84

     

2.41

%(f)

   

1.40

%

   

1.64

%

   

1.95

%

 

$

16,799

     

103

%

 
Year Ended
12/31/15
   

   

$

9.78

     

0.64

%

   

1.40

%

   

1.49

%

   

1.89

%

 

$

19,416

     

117

%

 

Class C

 
Year Ended
12/31/19
   

   

$

9.36

     

20.70

%

   

1.88

%

   

1.39

%

   

3.14

%

 

$

1,480

     

20

%

 
Year Ended
12/31/18
   

   

$

7.76

     

(11.24

)%

   

1.88

%

   

1.23

%

   

3.52

%

 

$

702

     

52

%

 
Year Ended
12/31/17
   

   

$

8.89

     

24.25

%

   

1.95

%

   

0.92

%

   

3.26

%

 

$

1,066

     

60

%

 
Year Ended
12/31/16
   

0.14

   

$

7.26

     

1.77

%(f)

   

2.15

%

   

0.97

%

   

3.05

%

 

$

1,228

     

103

%

 
Year Ended
12/31/15
   

   

$

7.26

     

(0.27

)%

   

2.27

%

   

0.65

%

   

2.82

%

 

$

1,969

     

117

%

 

Class R

 
Year Ended
12/31/19
   

   

$

12.07

     

21.37

%

   

1.38

%

   

1.87

%

   

2.32

%

 

$

2,652

     

20

%

 
Year Ended
12/31/18
   

   

$

9.95

     

(10.85

)%

   

1.38

%

   

1.73

%

   

2.31

%

 

$

1,786

     

52

%

 
Year Ended
12/31/17
   

   

$

11.35

     

24.85

%

   

1.48

%

   

1.39

%

   

2.48

%

 

$

2,522

     

60

%

 
Year Ended
12/31/16
   

0.14

   

$

9.23

     

2.06

%(f)

   

1.80

%

   

1.26

%

   

2.29

%

 

$

2,279

     

103

%

 
Year Ended
12/31/15
   

   

$

9.18

     

0.22

%

   

1.86

%

   

1.10

%

   

2.28

%

 

$

2,707

     

117

%

 

Class R6

 
5/2/2019(g)
through
12/31/19
   

   

$

10.70

     

7.24

%

   

0.83

%

   

0.92

%

   

0.97

%

 

$

178,695

     

20

%

 

Class Y

 
Year Ended
12/31/19
   

   

$

12.74

     

21.94

%

   

0.88

%

   

1.80

%

   

1.16

%

 

$

75,366

     

20

%

 
Year Ended
12/31/18
   

   

$

10.47

     

(10.38

)%

   

0.88

%

   

1.97

%

   

1.62

%

 

$

5,979

     

52

%

 
Year Ended
12/31/17
   

   

$

11.93

     

25.56

%

   

0.94

%

   

1.98

%

   

1.85

%

 

$

3,122

     

60

%

 
Year Ended
12/31/16
   

0.14

   

$

9.69

     

2.69

%(f)

   

1.15

%

   

1.93

%

   

1.80

%

 

$

2,626

     

103

%

 
Year Ended
12/31/15
   

   

$

9.62

     

0.92

%

   

1.15

%

   

1.76

%

   

1.75

%

 

$

3,904

     

117

%

 

See notes to financial statements.


57



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Global Fund

 

Class A

 
Year Ended
12/31/19
 

$

11.53

     

0.21

     

3.29

     

3.50

     

(0.16

)

   

(0.01

)

   

   
Year Ended
12/31/18
 

$

12.75

     

0.20

     

(0.90

)

   

(0.70

)

   

(0.16

)

   

(0.36

)

   

   
Year Ended
12/31/17
 

$

11.16

     

0.15

     

2.53

     

2.68

     

     

(1.00

)

   

(0.09

)

 
Year Ended
12/31/16
 

$

11.56

     

0.13

     

0.65

     

0.78

     

(0.03

)

   

(1.15

)

   

   
Year Ended
12/31/15
 

$

11.56

     

0.11

     

0.32

     

0.43

     

(0.11

)

   

(0.32

)

   

   

Class C

 
Year Ended
12/31/19
 

$

11.17

     

0.14

     

3.16

     

3.30

     

(0.08

)

   

(0.01

)

   

   
Year Ended
12/31/18
 

$

12.38

     

0.10

     

(0.87

)

   

(0.77

)

   

(0.08

)

   

(0.36

)

   

   
Year Ended
12/31/17
 

$

10.95

     

0.05

     

2.47

     

2.52

     

     

(1.00

)

   

(0.09

)

 
Year Ended
12/31/16
 

$

11.42

     

0.05

     

0.63

     

0.68

     

     

(1.15

)

   

   
Year Ended
12/31/15
 

$

11.43

     

0.01

     

0.32

     

0.33

     

(0.02

)

   

(0.32

)

   

   

Class R

 
Year Ended
12/31/19
 

$

14.37

     

0.25

     

4.07

     

4.32

     

(0.13

)

   

(0.01

)

   

   
Year Ended
12/31/18
 

$

15.76

     

0.20

     

(1.10

)

   

(0.90

)

   

(0.13

)

   

(0.36

)

   

   
Year Ended
12/31/17
 

$

13.62

     

0.05

     

3.18

     

3.23

     

     

(1.00

)

   

(0.09

)

 
Year Ended
12/31/16
 

$

11.50

     

0.09

     

3.43

     

3.52

     

(0.25

)

   

(1.15

)

   

   
Year Ended
12/31/15
 

$

11.50

     

0.06

     

0.32

     

0.38

     

(0.06

)

   

(0.32

)

   

   

Class R6

 
5/2/19(f)
through
12/31/19
 

$

10.00

     

0.13

     

1.12

     

1.25

     

(0.17

)

   

(0.01

)

   

   

Class Y

 
Year Ended
12/31/19
 

$

11.42

     

0.26

     

3.24

     

3.50

     

(0.19

)

   

(0.01

)

   

   
Year Ended
12/31/18
 

$

12.63

     

0.23

     

(0.89

)

   

(0.66

)

   

(0.19

)

   

(0.36

)

   

   
Year Ended
12/31/17
 

$

11.04

     

0.18

     

2.50

     

2.68

     

     

(1.00

)

   

(0.09

)

 
Year Ended
12/31/16
 

$

11.60

     

0.15

     

0.67

     

0.82

     

(0.23

)

   

(1.15

)

   

   
Year Ended
12/31/15
 

$

11.59

     

0.15

     

0.31

     

0.46

     

(0.13

)

   

(0.32

)

   

   

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

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

(c)  Annualized for periods less than one year.

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

(e)  During the period, the share class recognized certain expense reimbursements and due to the fluctuation in average net assets during the same period the total return reflected is significantly higher than the other share classes of the Fund. The total return would have been 6.39% had the expense reimbursements not occurred.

(f)  Commencement of operations.

See notes to financial statements.


58



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
   
Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)(b)
  Net
Expenses(c)
  Net
Investment
Income
(Loss)(c)
  Gross
Expenses(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)(d)
 

Victory RS Global Fund

 

Class A

 
Year Ended
12/31/19
   

(0.17

)

 

$

14.86

     

30.36

%

   

0.85

%

   

1.51

%

   

1.53

%

 

$

26,471

     

46

%

 
Year Ended
12/31/18
   

(0.52

)

 

$

11.53

     

(5.45

)%

   

0.94

%

   

1.51

%

   

1.75

%

 

$

5,695

     

58

%

 
Year Ended
12/31/17
   

(1.09

)

 

$

12.75

     

24.48

%

   

1.17

%

   

1.24

%

   

1.90

%

 

$

3,456

     

187

%

 
Year Ended
12/31/16
   

(1.18

)

 

$

11.16

     

6.67

%

   

1.40

%

   

1.12

%

   

1.71

%

 

$

5,366

     

184

%

 
Year Ended
12/31/15
   

(0.43

)

 

$

11.56

     

3.68

%

   

1.36

%

   

0.90

%

   

1.57

%

 

$

13,857

     

90

%

 

Class C

 
Year Ended
12/31/19
   

(0.09

)

 

$

14.38

     

29.52

%

   

1.60

%

   

1.07

%

   

2.59

%

 

$

3,101

     

46

%

 
Year Ended
12/31/18
   

(0.44

)

 

$

11.17

     

(6.20

)%

   

1.70

%

   

0.79

%

   

2.59

%

 

$

2,358

     

58

%

 
Year Ended
12/31/17
   

(1.09

)

 

$

12.38

     

23.47

%

   

1.91

%

   

0.41

%

   

3.00

%

 

$

2,167

     

187

%

 
Year Ended
12/31/16
   

(1.15

)

 

$

10.95

     

5.92

%

   

2.16

%

   

0.41

%

   

2.44

%

 

$

1,270

     

184

%

 
Year Ended
12/31/15
   

(0.34

)

 

$

11.42

     

2.85

%

   

2.17

%

   

0.11

%

   

2.38

%

 

$

7,367

     

90

%

 

Class R

 
Year Ended
12/31/19
   

(0.14

)

 

$

18.55

     

30.10

%

   

1.10

%

   

1.53

%

   

2.34

%

 

$

2,365

     

46

%

 
Year Ended
12/31/18
   

(0.49

)

 

$

14.37

     

(5.68

)%

   

1.20

%

   

1.25

%

   

2.34

%

 

$

1,920

     

58

%

 
Year Ended
12/31/17
   

(1.09

)

 

$

15.76

     

24.09

%

   

1.61

%

   

0.38

%

   

2.76

%

 

$

2,281

     

187

%

 
Year Ended
12/31/16
   

(1.40

)

 

$

13.62

     

30.57

%(e)

   

1.68

%

   

0.74

%

   

1.81

%

 

$

9,213

     

184

%

 
Year Ended
12/31/15
   

(0.38

)

 

$

11.50

     

3.23

%

   

1.78

%

   

0.50

%

   

2.00

%

 

$

5,265

     

90

%

 

Class R6

 
5/2/19(f)
through
12/31/19
   

(0.18

)

 

$

11.07

     

12.47

%

   

0.55

%

   

1.85

%

   

28.85

%

 

$

124

     

46

%

 

Class Y

 
Year Ended
12/31/19
   

(0.20

)

 

$

14.72

     

30.69

%

   

0.60

%

   

1.95

%

   

1.17

%

 

$

52,541

     

46

%

 
Year Ended
12/31/18
   

(0.55

)

 

$

11.42

     

(5.17

)%

   

0.70

%

   

1.80

%

   

1.20

%

 

$

25,544

     

58

%

 
Year Ended
12/31/17
   

(1.09

)

 

$

12.63

     

24.75

%

   

0.88

%

   

1.44

%

   

1.32

%

 

$

24,657

     

187

%

 
Year Ended
12/31/16
   

(1.38

)

 

$

11.04

     

7.01

%

   

1.09

%

   

1.30

%

   

1.36

%

 

$

13,430

     

184

%

 
Year Ended
12/31/15
   

(0.45

)

 

$

11.60

     

3.96

%

   

1.09

%

   

1.21

%

   

1.36

%

 

$

15,871

     

90

%

 

See notes to financial statements.


59



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory Sophus Emerging Markets Fund

 

Class A

 
Year Ended
12/31/19
 

$

17.45

     

0.37

     

3.65

     

4.02

     

(0.10

)

   

     

(0.10

)

 
Year Ended
12/31/18
 

$

22.52

     

0.24

     

(4.54

)

   

(4.30

)

   

(0.13

)

   

(0.64

)

   

(0.77

)

 
Year Ended
12/31/17
 

$

15.98

     

0.16

     

6.55

     

6.71

     

(0.17

)

   

     

(0.17

)

 
Year Ended
12/31/16
 

$

14.60

     

0.11

     

1.38

     

1.49

     

(0.15

)

   

     

(0.15

)

 
Year Ended
12/31/15
 

$

17.22

     

0.10

     

(2.33

)

   

(2.23

)

   

     

(0.39

)

   

(0.39

)

 

Class C

 
Year Ended
12/31/19
 

$

13.06

     

0.14

     

2.74

     

2.88

     

     

     

   
Year Ended
12/31/18
 

$

17.07

     

0.05

     

(3.42

)

   

(3.37

)

   

(f)

   

(0.64

)

   

(0.64

)

 
Year Ended
12/31/17
 

$

12.17

     

(f)

   

4.97

     

4.97

     

(0.07

)

   

     

(0.07

)

 
Year Ended
12/31/16
 

$

11.20

     

(0.01

)

   

1.05

     

1.04

     

(0.11

)

   

     

(0.11

)

 
Year Ended
12/31/15
 

$

13.43

     

(0.02

)

   

(1.82

)

   

(1.84

)

   

     

(0.39

)

   

(0.39

)

 

Class R

 
Year Ended
12/31/19
 

$

16.37

     

0.31

     

3.41

     

3.72

     

(0.06

)

   

     

(0.06

)

 
Year Ended
12/31/18
 

$

21.18

     

0.18

     

(4.26

)

   

(4.08

)

   

(0.09

)

   

(0.64

)

   

(0.73

)

 
Year Ended
12/31/17
 

$

15.03

     

0.09

     

6.17

     

6.26

     

(0.11

)

   

     

(0.11

)

 
Year Ended
12/31/16
 

$

13.76

     

0.07

     

1.30

     

1.37

     

(0.14

)

   

     

(0.14

)

 
Year Ended
12/31/15
 

$

16.31

     

0.05

     

(2.21

)

   

(2.16

)

   

     

(0.39

)

   

(0.39

)

 

Class R6

 
Year Ended
12/31/19
 

$

17.68

     

0.52

     

3.65

     

4.17

     

(0.17

)

   

     

(0.17

)

 
Year Ended
12/31/18
 

$

22.81

     

0.34

     

(4.62

)

   

(4.28

)

   

(0.21

)

   

(0.64

)

   

(0.85

)

 
Year Ended
12/31/17
 

$

16.16

     

0.34

     

6.57

     

6.91

     

(0.26

)

   

     

(0.26

)

 
11/15/16(h)
through
12/31/16
 

$

15.91

     

0.04

     

0.25

     

0.29

     

(0.04

)

   

     

(0.04

)

 

Class Y

 
Year Ended
12/31/19
 

$

17.54

     

0.45

     

3.65

     

4.10

     

(0.16

)

   

     

(0.16

)

 
Year Ended
12/31/18
 

$

22.64

     

0.35

     

(4.61

)

   

(4.26

)

   

(0.20

)

   

(0.64

)

   

(0.84

)

 
Year Ended
12/31/17
 

$

16.05

     

0.21

     

6.62

     

6.83

     

(0.24

)

   

     

(0.24

)

 
Year Ended
12/31/16
 

$

14.61

     

0.18

     

1.37

     

1.55

     

(0.15

)

   

     

(0.15

)

 
Year Ended
12/31/15
 

$

17.22

     

0.15

     

(2.34

)

   

(2.19

)

   

(0.03

)

   

(0.39

)

   

(0.42

)

 

*  Includes adjustments in accordance with U.S. generally accepted accounting principals.

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

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

(c)  Annualized for periods less than one year.

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

See notes to financial statements.


60



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)(b)*
  Net
Expenses(c)
  Net
Investment
Income
(Loss)(c)
  Gross
Expenses(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)(d)
 

Victory Sophus Emerging Markets Fund

 

Class A

 
Year Ended
12/31/19
   

   

$

21.37

     

22.96

%

   

1.34

%

   

1.95

%

   

1.62

%

 

$

62,346

     

96

%

 
Year Ended
12/31/18
   

   

$

17.45

     

(19.08

)%

   

1.34

%

   

1.11

%

   

1.61

%

 

$

56,823

     

118

%

 
Year Ended
12/31/17
   

   

$

22.52

     

42.08

%

   

1.54

%

   

0.80

%

   

1.66

%

 

$

76,485

     

113

%

 
Year Ended
12/31/16
   

0.04

   

$

15.98

     

10.50

%(e)

   

1.65

%

   

0.73

%

   

1.67

%

 

$

61,767

     

120

%

 
Year Ended
12/31/15
   

   

$

14.60

     

(12.94

)%

   

1.57

%

   

0.60

%

   

1.57

%

 

$

74,837

     

111

%

 

Class C

 
Year Ended
12/31/19
   

   

$

15.94

     

22.05

%

   

2.14

%

   

0.99

%

   

2.48

%

 

$

5,787

     

96

%

 
Year Ended
12/31/18
   

   

$

13.06

     

(19.75

)%

   

2.14

%

   

0.31

%

   

2.40

%

 

$

10,141

     

118

%

 
Year Ended
12/31/17
   

   

$

17.07

     

40.96

%

   

2.34

%

   

%(g)

   

2.46

%

 

$

15,854

     

113

%

 
Year Ended
12/31/16
   

0.04

   

$

12.17

     

9.62

%(e)

   

2.45

%

   

(0.09

)%

   

2.48

%

 

$

12,273

     

120

%

 
Year Ended
12/31/15
   

   

$

11.20

     

(13.68

)%

   

2.38

%

   

(0.19

)%

   

2.38

%

 

$

15,096

     

111

%

 

Class R

 
Year Ended
12/31/19
   

   

$

20.03

     

22.64

%

   

1.58

%

   

1.71

%

   

1.94

%

 

$

13,817

     

96

%

 
Year Ended
12/31/18
   

   

$

16.37

     

(19.24

)%

   

1.58

%

   

0.89

%

   

1.91

%

 

$

12,505

     

118

%

 
Year Ended
12/31/17
   

   

$

21.18

     

41.69

%

   

1.83

%

   

0.50

%

   

2.00

%

 

$

17,875

     

113

%

 
Year Ended
12/31/16
   

0.04

   

$

15.03

     

10.26

%(e)

   

1.87

%

   

0.50

%

   

1.87

%

 

$

15,923

     

120

%

 
Year Ended
12/31/15
   

   

$

13.76

     

(13.23

)%

   

1.87

%

   

0.33

%

   

1.87

%

 

$

18,648

     

111

%

 

Class R6

 
Year Ended
12/31/19
   

   

$

21.68

     

23.55

%

   

0.89

%

   

2.69

%

   

1.22

%

 

$

72,196

     

96

%

 
Year Ended
12/31/18
   

   

$

17.68

     

(18.73

)%

   

0.89

%

   

1.59

%

   

1.24

%

 

$

29,228

     

118

%

 
Year Ended
12/31/17
   

   

$

22.81

     

42.77

%

   

1.03

%

   

1.66

%

   

1.39

%

 

$

18,762

     

113

%

 
11/15/16(h)
through
12/31/16
   

   

$

16.16

     

1.81

%

   

1.16

%

   

1.79

%

   

21.70

%

 

$

64

     

120

%

 

Class Y

 
Year Ended
12/31/19
   

   

$

21.48

     

23.40

%

   

0.99

%

   

2.32

%

   

1.30

%

 

$

255,423

     

96

%

 
Year Ended
12/31/18
   

   

$

17.54

     

(18.77

)%

   

0.99

%

   

1.64

%

   

1.30

%

 

$

178,132

     

118

%

 
Year Ended
12/31/17
   

   

$

22.64

     

42.59

%

   

1.18

%

   

1.07

%

   

1.33

%

 

$

100,902

     

113

%

 
Year Ended
12/31/16
   

0.04

   

$

16.05

     

10.86

%(e)

   

1.32

%

   

1.17

%

   

1.38

%

 

$

60,277

     

120

%

 
Year Ended
12/31/15
   

   

$

14.61

     

(12.73

)%

   

1.30

%

   

0.89

%

   

1.30

%

 

$

98,634

     

111

%

 

(e)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was 1.45% for the period shown. (See Note 8)

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

(g)  Amount is less than 0.005%.

(h)  Commencement of operations.

See notes to financial statements.


61



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory Sophus Emerging Markets Small Cap Fund

 

Class A

 

Year Ended 12/31/19

 

$

6.07

     

0.06

     

1.25

     

1.31

     

(0.05

)

   

(0.01

)

 

Year Ended 12/31/18

 

$

10.13

     

0.04

     

(2.27

)

   

(2.23

)

   

     

(1.83

)

 

Year Ended 12/31/17

 

$

9.75

     

0.12

     

3.86

     

3.98

     

(0.12

)

   

(3.48

)

 

Year Ended 12/31/16

 

$

9.69

     

0.04

     

0.02

     

0.06

     

     

   

Year Ended 12/31/15

 

$

10.31

     

0.01

     

(0.63

)

   

(0.62

)

   

     

   

Class C

 

Year Ended 12/31/19

 

$

5.53

     

0.02

     

1.12

     

1.14

     

     

(0.01

)

 

Year Ended 12/31/18

 

$

9.51

     

0.01

     

(2.16

)

   

(2.15

)

   

     

(1.83

)

 

Year Ended 12/31/17

 

$

9.34

     

(0.02

)

   

3.75

     

3.73

     

(0.08

)

   

(3.48

)

 

Year Ended 12/31/16

 

$

9.56

     

(0.02

)

   

(0.20

)

   

(0.22

)

   

     

   

Year Ended 12/31/15

 

$

10.23

     

(0.05

)

   

(0.62

)

   

(0.67

)

   

     

   

Class Y

 

Year Ended 12/31/19

 

$

6.05

     

0.08

     

1.24

     

1.32

     

(0.07

)

   

(0.01

)

 

Year Ended 12/31/18

 

$

10.08

     

0.09

     

(2.29

)

   

(2.20

)

   

     

(1.83

)

 

Year Ended 12/31/17

 

$

9.75

     

0.15

     

3.87

     

4.02

     

(0.21

)

   

(3.48

)

 

Year Ended 12/31/16

 

$

9.74

     

0.06

     

0.02

     

0.08

     

(0.07

)

   

   

Year Ended 12/31/15

 

$

10.32

     

0.06

     

(0.64

)

   

(0.58

)

   

     

   

*  Includes adjustments in accordance with U.S. generally accepted accounting principals.

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

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

(c)  Portfolio turnover increased due to change within portfolio holdings during the year.

See notes to financial statements.


62



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

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

Victory Sophus Emerging Markets Small Cap Fund

 

Class A

 

Year Ended 12/31/19

   

(0.06

)

 

$

7.32

     

21.44

%

   

1.75

%

   

0.94

%

   

8.02

%

 

$

336

     

112

%

 

Year Ended 12/31/18

   

(1.83

)

 

$

6.07

     

(21.76

)%

   

1.75

%

   

0.39

%

   

5.77

%

 

$

334

     

200

%

 

Year Ended 12/31/17

   

(3.60

)

 

$

10.13

     

42.55

%

   

1.75

%

   

1.07

%

   

2.94

%

 

$

1,456

     

227

%(c)

 

Year Ended 12/31/16

   

   

$

9.75

     

0.62

%

   

1.75

%

   

0.44

%

   

2.29

%

 

$

2,552

     

141

%

 

Year Ended 12/31/15

   

   

$

9.69

     

(6.01

)%

   

1.92

%

   

0.08

%

   

2.44

%

 

$

5,083

     

107

%

 

Class C

 

Year Ended 12/31/19

   

(0.01

)

 

$

6.66

     

20.53

%

   

2.50

%

   

0.25

%

   

13.26

%

 

$

140

     

112

%

 

Year Ended 12/31/18

   

(1.83

)

 

$

5.53

     

(22.31

)%

   

2.51

%

   

0.11

%

   

13.96

%

 

$

112

     

200

%

 

Year Ended 12/31/17

   

(3.56

)

 

$

9.51

     

41.68

%

   

2.50

%

   

(0.21

)%

   

32.34

%

 

$

99

     

227

%(c)

 

Year Ended 12/31/16

   

   

$

9.34

     

(2.30

)%

   

2.50

%

   

(0.18

)%

   

3.12

%

 

$

24

     

141

%

 

Year Ended 12/31/15

   

   

$

9.56

     

(6.55

)%

   

2.54

%

   

(0.50

)%

   

3.05

%

 

$

2,617

     

107

%

 

Class Y

 

Year Ended 12/31/19

   

(0.08

)

 

$

7.29

     

21.76

%

   

1.50

%

   

1.25

%

   

4.02

%

 

$

4,839

     

112

%

 

Year Ended 12/31/18

   

(1.83

)

 

$

6.05

     

(21.57

)%

   

1.51

%

   

0.94

%

   

3.82

%

 

$

3,890

     

200

%

 

Year Ended 12/31/17

   

(3.69

)

 

$

10.08

     

43.02

%

   

1.50

%

   

1.32

%

   

2.13

%

 

$

5,685

     

227

%(c)

 

Year Ended 12/31/16

   

(0.07

)

 

$

9.75

     

0.79

%

   

1.50

%

   

0.62

%

   

1.98

%

 

$

17,261

     

141

%

 

Year Ended 12/31/15

   

   

$

9.74

     

(5.62

)%

   

1.50

%

   

0.53

%

   

2.01

%

 

$

17,581

     

107

%

 

See notes to financial statements.


63



Victory Portfolios

  Notes to Financial Statements
December 31, 2019
 

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. The Trust 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 42 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following four Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)

 

Funds (Short Name)

  Investment Share
Classes Offered
 

Victory RS International Fund

 

RS International Fund

 

Classes A, C, R, R6* and Y

 

Victory RS Global Fund

 

RS Global Fund

 

Classes A, C, R, R6* and Y

 
Victory Sophus Emerging
Markets Fund
  Sophus Emerging Market Funds
  
  Classes A, C, R, R6 and Y
  
 
Victory Sophus Emerging
Markets Small Cap Fund
  Sophus Emerging Markets
Small Cap Fund
  Classes A, C and Y
  
 

*  RS International Fund and RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' 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 accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

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 in active markets for identical securities

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

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


64



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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 risk associated with entering into those investments.

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

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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.

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 Funds' net asset values are calculated. The Funds use a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. To the extent this model is utilized, these valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of December 31, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments.

   

LEVEL 1

 

LEVEL 2

 

LEVEL 3

 

TOTAL

 

RS International Fund

 

Common Stocks

 

$

   

$

265,815,049

   

$

   

$

265,815,049

   

Preferred Stocks

   

     

790,154

     

     

790,154

   

Exchange-Traded Funds

   

4,474,852

     

     

     

4,474,852

   

Collateral for Securities Loaned

   

22,253

     

     

     

22,253

   

Total

 

$

4,497,105

   

$

266,605,203

   

$

   

$

271,102,308

   

RS Global Fund

 

Common Stocks

 

$

47,348,899

   

$

34,514,230

   

$

   

$

81,863,129

   
Preferred Stocks    

     

576,332

     

     

576,332

   

Exchange-Traded Funds

   

673,784

     

     

     

673,784

   

Collateral for Securities Loaned

   

113,975

     

     

     

113,975

   

Total

 

$

48,136,658

   

$

35,090,562

   

$

   

$

83,227,220

   

Sophus Emerging Markets Fund

 
Common Stocks  

$

68,978,147

   

$

330,686,088

   

$

   

$

399,664,235

   
Preferred Stocks    

     

2,859,147

     

     

2,859,147

   

Collateral for Securities Loaned

   

2,348,064

     

     

     

2,348,064

   

Total

 

$

71,326,211

   

$

333,545,235

   

$

   

$

404,871,446

   

Sophus Emerging Markets Small Cap Fund

 

Common Stocks

 

$

260,945

   

$

4,809,899

   

$

33,999

   

$

5,104,843

   
Preferred Stocks    

     

110,621

     

     

110,621

   

Collateral for Securities Loaned

   

114,265

     

     

     

114,265

   

Total

 

$

375,210

   

$

4,920,520

   

$

33,999

   

$

5,329,729

   


65



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

Investment in Securities   Sophus Emerging
Markets Small Cap
Fund
 

Balance as of December 31, 2018

 

$

   

Accrued discount (premium)

   

   

Realized Gain (Loss)

   

   

Change in Unrealized Appreciation/Depreciation

   

   

Purchases

   

   

Sales Proceeds

   

   

Transfers into Level 3

   

33,999

   

Transfers out of Level 3

   

   

Balance as of December 31, 2019

 

$

33,999

   

The following is a summary of quantitative information about Level 3 fair value measurements:

Sophus Emerging Markets
Small Cap Fund
  Fair Value as of
12/31/19
  Valuation
Techniques
  Unobservable
Input
  Input
Values
  Impact to valuation from
an increase to input
 
Common Stock  

$

33,999

   

Market

  Premium/
Discount
  Market
Transactions
  Any change to the
premium or discount
would result in direct
and proportional
changes in the fair
value of the security.
 

*  Level 3 securities are typically valued by the Adviser, pursuant to fair valuation procedures approved by the Board of Trustees. The appropriateness of fair values for these securities is monitored on an ongoing basis, by the Adviser, which may include back testing, results of vendor due diligence, audited financial information, unchanged price review and consideration of market and/or sector events.

Real Estate Investment Trusts ("REITs"):

The Funds 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 Funds or when such information becomes known.

Foreign Exchange Currency Contracts:

The Funds 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 a 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 Funds do 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 Funds' 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


66



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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. A 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. During the year ended December 31, 2019, the Funds had no open forward foreign exchange currency contracts.

Investment Transactions and Related Income:

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

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

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A.("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange 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 adjusted 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, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. 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 the Agent 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 Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of December 31, 2019. These transactions are accounted for as secured


67



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

borrowings with an overnight and continuous contractual maturity for cash collateral and greater than overnight and continuous contractual maturity for non-cash collateral.

    Gross
Amount of
Recognized
Assets
(Value of
  Value of
Cash
  Value of Non-cash Collateral
Received by Maturity
     
    Securities
on Loan)
  Collateral
Received*
 

<30 Days

  Between
30 & 90 days
 

>90 Days

  Net
Amount
 

RS International Fund

 

$

20,962

   

$

20,962

   

$

   

$

   

$

   

$

   

RS Global Fund

   

108,428

     

108,428

     

     

     

     

   
Sophus Emerging Markets
Fund
   

2,231,350

     

2,231,350

     

     

     

     

   
Sophus Emerging Markets
Small Cap Fund
   

108,339

     

108,339

     

     

     

     

   

*  Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do 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 Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Foreign Taxes:

The Funds 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 Funds invest.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid quarterly for each Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.


68



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

As of December 31, 2019, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

    Total
Distributable
Earnings/(Loss)
  Capital  

RS Global Fund

 

$

2,123

   

$

(2,123

)

 

Federal Income Taxes:

It is the policy of each Fund 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.

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., all open tax years and the interim tax period since then). 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 the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing 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 Funds may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended December 31, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2019 were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
 
RS International Fund  

$

247,267,031

   

$

19,726,699

   
RS Global Fund    

60,305,455

     

24,846,313

   
Sophus Emerging Markets Fund    

396,358,491

     

339,763,357

   
Sophus Emerging Markets Small Cap Fund    

5,559,910

     

5,636,035

   

For the year ended December 31, 2019, there were no purchases or sales of U.S. Government Securities.


69



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

4. Fees and Transactions with Affiliates and Related Parties:

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

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

   

Flat Rate

 

RS International Fund

   

0.80

%

 

RS Global Fund

   

0.80

%

 

Sophus Emerging Markets Fund

   

1.00

%

 

Sophus Emerging Markets Small Cap Fund

   

1.25

%

 

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank N.A., 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 Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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 Funds in the Victory Funds Complex, in aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, 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.

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 Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.


70



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the year ended December 31, 2019, the Distributor received approximately $10,665 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2019, the expense limits (excluding voluntary waivers) are as follows:

   

In effect January 1, 2019 until April 30, 2020

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class R6
Shares
  Class Y
Shares
 

RS International Fund

   

1.13

%

   

1.88

%

   

1.38

%

   

0.83

%(a)

   

0.88

%

 

RS Global Fund

   

0.85

%

   

1.60

%

   

1.10

%

   

0.55

%(a)

   

0.60

%

 

Sophus Emerging Markets Fund

   

1.34

%

   

2.14

%

   

1.58

%

   

0.89

%

   

0.99

%

 

Sophus Emerging Markets Small Cap Fund

   

1.75

%

   

2.50

%

   

N/A

     

N/A

     

1.50

%

 

(a)  In effect from May 2, 2019.

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statements of Operations as Recoupment of prior expenses waived/reimbursed by Adviser.

As of December 31, 2019, the following amounts are available to be repaid to the Adviser:

    Expires
December 31,
2020
  Expires
December 31,
2021
  Expires
December 31,
2022
 

Total

 

RS International Fund

 

$

178,334

   

$

152,046

   

$

266,869

   

$

597,249

   

RS Global Fund

   

181,379

     

205,996

     

359,812

     

747,187

   

Sophus Emerging Markets Fund

   

287,244

     

879,454

     

1,124,230

     

2,290,928

   

Sophus Emerging Markets Small Cap Fund

   

157,277

     

143,951

     

151,458

     

452,686

   

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. There were no voluntary waivers or reimbursements for the year ended December 31, 2019.

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, and Legal Counsel.

5. Risks:

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

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The fair value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The fair value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.


71



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" with Citibank. Under the agreements with Citibank, for the period January 1, 2019 to June 30, 2019, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, 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 (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in effect for the period January 1, 2019 to June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the period July 1, 2019 to December 31, 2019, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the year ended December 31, 2019, Citibank earned approximately $300 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. Each fund in the Victory Funds Complex and the USAA Mutual Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.

The average loans for the days outstanding and average interest rate for the Fund below during the year ended December 31, 2019 were as follows:

  Amount
Outstanding at
December 31, 2019
  Average
Borrowing*
  Days
Outstanding
  Average
Rate*
  Maximum
Borrowing
During
the Period
 
Sophus Emerging Markets
Fund
 

$

   

$

3,900,000

     

3

     

3.06

%

 

$

3,900,000

   

*  For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund 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 each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund


72



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Income on interfund lending.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2019 were as follows:

  Borrower or
Lender
  Amount
Outstanding at
December 31,
2019
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
Sophus Emerging
Markets Fund
 

Borrower

 

$

   

$

2,168,286

     

7

     

2.76

%

 

$

4,263,000

   
Sophus Emerging
Markets Small
Cap Fund
 

Borrower

   

     

115,000

     

1

     

3.22

%

   

115,000

   

*  For the year ended December 31, 2019, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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):

   

Year Ended December 31, 2019

 
   

Distributions paid from

     

 

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Total
Distributions
Paid
 

RS International Fund

 

$

422,976

   

$

149,071

   

$

572,047

   

$

572,047

   

RS Global Fund

   

997,875

     

57,871

     

1,055,746

     

1,055,746

   

Sophus Emerging Markets Fund

   

2,802,507

     

     

2,802,507

     

2,802,507

   
Sophus Emerging Markets Small
Cap Fund
   

48,442

     

11,014

     

59,456

     

59,456

   

 

Year Ended December 31, 2018

 
   

Distributions paid from

         

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Total
Distributions
Paid
 

RS International Fund

 

$

451,538

   

$

   

$

451,538

   

$

451,538

   

RS Global Fund

   

710,732

     

849,841

     

1,560,573

     

1,560,573

   

Sophus Emerging Markets Fund

   

2,823,595

     

9,802,010

     

12,625,605

     

12,625,605

   
Sophus Emerging Markets Small
Cap Fund
   

328,246

     

475,064

     

803,310

     

803,310

   


73



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:

  Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Qualified
Late-Year
Losses*
  Unrealized
Appreciation
(Depreciation)**
  Total
Accumulated
Earnings
(Deficit)
 
RS International
Fund
 

$

1,449,951

   

$

909,323

   

$

2,359,274

   

$

   

$

   

$

18,482,631

   

$

20,841,905

   

RS Global Fund

   

15,968

     

101,028

     

116,996

     

     

     

17,283,473

     

17,400,469

   
Sophus Emerging
Markets Fund
   

5,284,353

     

     

5,284,353

     

(18,004,380

)

   

     

63,933,598

     

51,213,571

   
Sophus Emerging
Markets Small
Cap Fund
   

7,946

     

     

7,946

     

(54,327

)

   

(801

)

   

577,080

     

529,898

   

*  Qualified late-year losses are comprised of post-October capital losses incurred after October 31 and 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.

As of the tax year ended December 31, 2019, the following funds had net capital loss carryforwards (no expiration) as summarized in the table below:

    Short-Term
Amount
  Long-Term
Amount
 

Total

 

Sophus Emerging Markets Fund

 

$

16,782,597

   

$

1,221,783

   

$

18,004,380

   

Sophus Emerging Markets Small Cap Fund

   

54,327

     

     

54,327

   

As of December 31, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments were as follows:

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

RS International Fund

 

$

252,619,054

   

$

21,284,830

   

$

(2,801,576

)

 

$

18,483,254

   

RS Global Fund

   

65,918,395

     

18,649,423

     

(1,340,598

)

   

17,308,825

   

Sophus Emerging Markets Fund

   

340,878,448

     

72,816,647

     

(8,823,649

)

   

63,992,998

   
Sophus Emerging Markets Small
Cap Fund
   

4,751,551

     

702,739

     

(124,561

)

   

578,178

   

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net."


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Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of December 31, 2019, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds.

 

Shareholder

 

Percent

 

RS International Fund

 

Gerlach Company

   

58.6

%

 

Sophus Emerging Markets Fund

 

National Financial Services

   

25.1

%

 
Sophus Emerging Markets Small Cap Fund  

Gerlach Company

   

39.7

%

 

Sophus Emerging Markets Small Cap Fund

 

UBS Financial Services

   

34.7

%

 

10. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.


75



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory RS International Fund, Victory RS Global Fund, Victory Sophus Emerging Markets Fund and Victory Sophus Emerging Markets Small Cap Fund (the "Funds"), each a series of Victory Portfolios, as of December 31, 2019, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year then ended (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 as of December 31, 2019, the results of their operations, the changes in their net assets, and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial statements and financial highlights for the three years ended December 31, 2018, were audited by other auditors whose report dated February 26, 2019 and the Funds' financial highlights for the year ended December 31, 2015, were audited by other auditors whose report dated February 22, 2016, expressed unqualified opinions on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audit. 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 Funds 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 audit 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.

Our audit 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, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audit 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 audit provides a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 25, 2020


76



Victory Portfolios

  Supplemental Information
December 31, 2019
 

  (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 ten Trustees, nine 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 ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 26 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age

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

Independent Trustees.

 

David Brooks Adcock, 68

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, 72

 

Vice Chair and Trustee

 

August 2002

 

Retired.

 

Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).

 

E. Lee Beard, 68*

 

Trustee

 

May 2005

 

Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).

 

None.

 

Dennis M. Bushe, 76

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


77



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Name and Age

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

Sally M. Dungan, 65

 

Trustee

 

February 2011

 

Chief Investment Officer, Tufts University (since 2002).

 

None.

 

John L. Kelly, 66

 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer, 62*

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, 58

 

Trustee

 

July 2016

  Chair, CEO and Co-Founder of TriLinc Global, LLC, an
investment firm.
 

TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).

 

Leigh A. Wilson, 75

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown, 47**

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).

 

USAA Mutual Funds Trust.

 

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

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


78



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Officers:

The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, 58

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, 50

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).

 

Erin G. Wagner, 46

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, 54

 

Treasurer

 

May 2017

 

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

 

Christopher A. Ponte, 35

 

Assistant Treasurer

 

December 2017

 

Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).

 

Colin Kinney, 46

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 

Chuck Booth, 59

 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

May 2015

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

 

Jay G. Baris, 66

 

Assistant Secretary

 

December 1997

 

Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-January 2018).

 

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.


79



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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, 2019 through December 31, 2019.

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 each 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 are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is 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
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS International Fund

 

Class A Shares

 

$

1,000.00

   

$

1,055.30

   

$

1,019.51

   

$

5.85

   

$

5.75

     

1.13

%

 

Class C Shares

   

1,000.00

     

1,051.20

     

1,015.73

     

9.72

     

9.55

     

1.88

%

 

Class R Shares

   

1,000.00

     

1,053.80

     

1,018.25

     

7.14

     

7.02

     

1.38

%

 

Class R6 Shares

   

1,000.00

     

1,057.60

     

1,021.02

     

4.30

     

4.23

     

0.83

%

 

Class Y Shares

   

1,000.00

     

1,056.80

     

1,020.77

     

4.56

     

4.48

     

0.88

%

 


80



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

    Beginning
Account
Value
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS Global Fund

 

Class A Shares

 

$

1,000.00

   

$

1,106.00

   

$

1,020.92

   

$

4.51

   

$

4.33

     

0.85

%

 

Class C Shares

   

1,000.00

     

1,102.70

     

1,017.14

     

8.48

     

8.13

     

1.60

%

 

Class R Shares

   

1,000.00

     

1,104.90

     

1,019.66

     

5.84

     

5.60

     

1.10

%

 

Class R6 Shares

   

1,000.00

     

1,108.00

     

1,022.43

     

2.92

     

2.80

     

0.55

%

 

Class Y Shares

   

1,000.00

     

1,108.00

     

1,022.18

     

3.19

     

3.06

     

0.60

%

 

Sophus Emerging Markets Fund

 

Class A Shares

   

1,000.00

     

1,107.10

     

1,018.45

     

7.12

     

6.82

     

1.34

%

 

Class C Shares

   

1,000.00

     

1,102.40

     

1,014.42

     

11.34

     

10.87

     

2.14

%

 

Class R Shares

   

1,000.00

     

1,105.50

     

1,017.24

     

8.39

     

8.03

     

1.58

%

 

Class R6 Shares

   

1,000.00

     

1,109.90

     

1,020.72

     

4.73

     

4.53

     

0.89

%

 

Class Y Shares

   

1,000.00

     

1,108.90

     

1,020.21

     

5.26

     

5.04

     

0.99

%

 

Sophus Emerging Markets Small Cap Fund

 

Class A Shares

   

1,000.00

     

1,069.80

     

1,016.38

     

9.13

     

8.89

     

1.75

%

 

Class C Shares

   

1,000.00

     

1,066.40

     

1,012.60

     

13.02

     

12.68

     

2.50

%

 

Class Y Shares

   

1,000.00

     

1,070.60

     

1,017.64

     

7.83

     

7.63

     

1.50

%

 

*  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).


81



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Additional Federal Income Tax Information

For the year ended December 31, 2019, the Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

   

Amount

 

RS International Fund

   

100

%

 

RS Global Fund

   

100

%

 

Sophus Emerging Markets Fund

   

93

%

 

Sophus Emerging Markets Small Cap Fund

   

89

%

 

Dividends qualified for corporate dividends received deductions of:

   

Amount

 

RS Global Fund

   

52

%

 

For the year ended December 31, 2019, the following Funds designated long-term capital gain distributions in the amount of:

   

Amount

 

RS International Fund

 

$

149,071

   

RS Global Fund

   

57,871

   

Sophus Emerging Markets Small Cap Fund

   

11,014

   

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, 2019 were as follows:

    Foreign
Source
Income
  Foreign
Tax
Expense
 

RS International Fund

   

0.09

     

0.04

   

Sophus Emerging Markets Fund

   

0.65

     

0.20

   

Sophus Emerging Markets Small Cap Fund

   

0.21

     

0.11

   


82



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of each of the Funds at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. The Board noted that prior to each Fund's reorganization on July 29, 2016, each Fund was managed by RS Investment Management Co. LLC, which was acquired by the Adviser on July 29, 2016. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of these advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow;

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fee and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes


83



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. With respect to certain Funds, the Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board noted that none of the advisory fee arrangements for the Funds included breakpoints, which are generally viewed as a method by which the investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if a Fund's assets were to grow significantly.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has committed to enhance portfolio analysis, compliance and trading systems. The Board noted that, following each Fund's reorganization, each Fund is managed by substantially the same investment management team that managed the comparable predecessor fund.

The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

RS International Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Global Fund

Noting that the Fund commenced operations in 2011, the Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.

Having considered, among other things: (1) the Fund's management compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Sophus Emerging Markets Fund

The Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, with


84



Victory Portfolios

  Supplemental Information — continued
December 31, 2019
 

  (Unaudited)

the exception of the five-year period, underperformed the peer group median for the one-year period, outperformed the peer group median for the three- and five-year periods, and matched the peer group median for the ten-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Sophus Emerging Markets Small Cap Fund

Noting that the Fund commenced operations in 2014, the Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for the one-year period, outperformed both the benchmark index and the peer group median for the three-year period, and outperformed the peer group median for the five-year period (benchmark index data was not available for the five-year period).

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.


85



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.



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

Visit our website at:

 

Call Victory at:

 

www.vcm.com

  800-539-FUND (800-539-3863)  

VPRSIF-AR (12/19)



December 31, 2019

Annual Report

Victory RS Partners Fund

Victory RS Value Fund

Victory RS Large Cap Alpha Fund

Victory RS Investors Fund

Victory Global Natural Resources Fund

Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Victory Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.VictoryFunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change, and you need not take any action.

You may elect to receive shareholder reports and other communications from the Victory Funds or your financial intermediary electronically sooner than January 1, 2021 by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-539-3863 or by sending an e-mail request to TA.Processing@FISGlobal.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Victory Funds, you can call 800-539-3863 or send an e-mail request to TA.Processing@FISGlobal.com. Your election to receive reports in paper will apply to all Victory Funds you hold directly or through your financial intermediary.



www.vcm.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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



Table of Contents

Shareholder Letter (unaudited)

   

3

   

Fund Review and Commentary (unaudited)

   

5

   

Financial Statements

 

The Victory Value Funds

 

Victory RS Partners Fund

 

Schedule of Portfolio Investments

   

23

   

Statements of Assets and Liabilities

   

34

   

Statements of Operations

   

36

   

Statements of Changes in Net Assets

   

38-40

   

Financial Highlights

   

44-45

   

Victory RS Value Fund

 

Schedule of Portfolio Investments

   

26

   

Statements of Assets and Liabilities

   

34

   

Statements of Operations

   

36

   

Statements of Changes in Net Assets

   

38-40

   

Financial Highlights

   

46-47

   

Victory RS Large Cap Alpha Fund

 

Schedule of Portfolio Investments

   

29

   

Statements of Assets and Liabilities

   

34

   

Statements of Operations

   

36

   

Statements of Changes in Net Assets

   

38-40

   

Financial Highlights

   

48-49

   

Victory RS Investors Fund

 

Schedule of Portfolio Investments

   

31

   

Statements of Assets and Liabilities

   

35

   

Statements of Operations

   

37

   

Statements of Changes in Net Assets

   

41-43

   

Financial Highlights

   

50-51

   

Victory Global Natural Resources Fund

 

Schedule of Portfolio Investments

   

33

   

Statements of Assets and Liabilities

   

35

   

Statements of Operations

   

37

   

Statements of Changes in Net Assets

   

41-43

   

Financial Highlights

   

52-53

   

Notes to Financial Statements

   

54

   
Report of Independent
Registered Public Accounting Firm
   

64

   

Supplemental Information (unaudited)

   

65

   

Trustee and Officer Information

    65    

Proxy Voting and Portfolio Holdings Information

    68    

Expense Examples

    68    

Additional Federal Income Tax Information

    70    

Advisory Contract Approval

    71    

Victory Portfolios


1



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


2



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

As we turn the page into a new decade, it's hard not to reflect on the fact that we have been enjoying the longest-ever bull market in U.S. equities. The run has been impressive, and despite periods of tumult and plenty of negative news, the bull market endured throughout 2019.

For the annual reporting period ended December 31, 2019, the S&P 500® Index posted impressive gains of 31.49%. This represents the greatest one-year gain since 2013 and also illustrates a swift bounce-back 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.

Perhaps we shouldn't be surprised at the impressive performance of equities. The U.S. economy — the world's largest — remains on solid footing and has been a key driver of both domestic and international stocks. Robust job creation, near-record low unemployment, and steady consumer spending continue and offer reasons for further optimism. Meanwhile, inflation remains muted, and the Federal Reserve (the Fed) and other major global central banks have taken an accommodative stance. In fact, the Fed has cut interest rates by a total of 0.75% over three meetings last July, September and October.

The risk-on attitudes of investors, coupled with the accommodative monetary policy, had an expected impact on U.S. Treasury yields. The 10-year Treasury yield declined significantly over the course of 2019, falling from 2.66% to 1.92% at year-end. More interesting, however, was the fact that, the yield on 10-year Treasurys fell below shorter-term yields for the first time since before the 2007-2008 Global Financial Crisis. This inverted yield curve spooked investors for a spell, only to revert back to a traditional upward sloping yield curve by the end of the year.

The robust domestic economy, low interest rates, and ample liquidity from central banks provided a potent tonic for the stock market in 2019. In fact, at year-end 2019, the S&P 500® Index was approaching its highest valuation level since 1999. This reminds all of us to retain some historical context on the bull market. Many of us remember the Global Financial Crisis and, before that, the collapse of the dot-com bubble. Although those are now but a distant memory (and we are not forecasting such tumult), we should not forget that stocks don't always go up and cycles don't last forever. In other words, valuations still matter.

The key point is not to discount the risks. In addition to lofty valuations, investors need to keep apprised of trade disputes, geopolitical hotspots, a contentious U.S. election, and a host of other potential headwinds. Yet it is these very risks — these cross-currents — that may 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.


3



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


4



Victory RS Value Funds (Unaudited)

Victory RS Partners Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update and Review

The Victory RS Partners Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund (Class A shares at net asset value) delivered a 30.69% absolute return, outperforming the Fund's benchmark, the Russell 2000® Value Index (the "Index"), which returned 22.39%. The Fund beat the Index through strong stock selection in almost all sectors. The only negative contributor to stock selection was Energy; however, positive allocation more than offset the negative selection. Several of our Information Technology and more cyclical investments paid off in 2019. Euronet Worldwide, Inc. and Cray, Inc. were significant positive contributors to performance. On the more cyclical side, Summit Materials, Inc., a manufacturer of cement and concrete products, as well as Atkore International Group Inc., a manufacturer of electrical conduits, performed extremely well. Where we struggled was in a couple of our energy positions; despite rising commodity prices, oil and natural gas equity securities lagged. Two of our positions, SRC Energy Inc. ("SRCI") and RPC, Inc. were negative contributors because of company-specific events. However, in the case of SRCI, they are now merging with PDC Energy, Inc., making for a much stronger entity. In the end, the Fund outperformed its Index in 2019.

Market Overview

The U.S. equity market's performance was impressive in 2019, with the broad-based Russell 3000® Index registering a gain of 31.02%. The move higher after last year's decline was driven by a significant reversal in monetary policy at global central banks. The United States went from tightening in December 2018, to easing by 75 bps in 2019. Other major central banks around the world took aggressive action during 2019, flooding the markets with liquidity. Value-oriented stocks, as measured by the Russell 3000® Value Index, increased 26.26% during the year.

Although gains were broad across the capitalization spectrum, small-cap value stocks underperformed their mid- and large-cap counterparts during 2019, as measured by the Russell family of indices. This is the third year in a row that small-cap value stocks have underperformed their mid- and large-cap peers. Small-cap stocks, as measured by the Index, returned 22.39%, while the Russell Midcap® Value Index and Russell 1000® Value Index returned 27.06% and 26.54%, respectively. However, since the end of August (the month that saw a full inversion in the yield curve), small-cap value stocks have started to outperform.

Perhaps this reflects a shift in leadership of smaller-cap value companies. It also may indicate that investors are repositioning to take advantage of the attractive relative valuations of small versus large companies. Even after the strong year-end performance of small-cap stocks, their relative attractiveness continues as the new year begins with near-decade-wide valuation spreads relative to large-cap stocks, as measured by forward price-to-earnings.


5



Victory RS Value Funds (Unaudited)

Victory RS Partners Fund (continued)

Moreover, consensus expectations for small-caps are for higher earnings-per-share growth versus large-cap stocks over the next three to five years.

Overall, we expect the market to continue to benefit from a dovish monetary policy, a very strong consumer, and negative real interest rates across the globe. However, we do not believe there will be any material trade deal with China prior to the presidential election. The relative strength in both the U.S. economy and labor market, as well as a U.S. Federal Reserve (the "Fed") that seems content allowing the economy to run hot, should continue to be positive for asset prices. It is our view that the U.S. equity market can continue to rise given steady U.S. economic growth and may even see higher nominal growth and a continued recovery in cyclical businesses. Looking ahead to 2020, economic growth looks to continue and, coupled with the continuation of the longest job growth streak in history, supports our constructive outlook for domestic stocks and value-oriented strategies in particular.

Outlook

As we enter our 11th year of economic expansion, a period of consistent underlying factors for equity investing, conditions have shifted. Interest rate policy in 2019 changed course dramatically, with the Fed cutting rates 75 bps as a covert quantitative easing was initiated as an "insurance policy" against any fallout from the trade war and overall global economic slowing. The rate reduction provided further liquidity to the global economy after major central banks from around the world had already instituted similar policies and has flooded the global economy with liquidity yet again, helping to boost asset prices. In addition, it appears that many of the larger developed economies have either started or are now looking to start fiscal stimulus to boost economic growth. With negative real interest rates across the globe, this is a very positive environment for equity securities.

Energy prices remain significantly below peak levels, despite declining inventories worldwide. Natural gas prices have materially lagged oil prices. This stimulates consumer spending and confidence in the long run for the United States and for non-oil-producing countries abroad. In the United States, we enjoy the competitive advantage of a long-term supply of abundant cheap natural gas. However, we are watchful of rising commodity prices and how this may affect the economy.

Interest rates have fallen materially, but it is now more questionable as to where they move from here. Based on the Fed's commentary and the fact that it is a presidential election year, we wouldn't expect the Fed to take any action in 2020 unless some sort of exogenous event occurs. In fact, based on the Fed's language, we would need to see a material increase in inflation before we might see the Fed increase interest rates again. This is somewhat perplexing, as the Fed lowered interest rates 75 bps largely in response to the U.S./China trade war, and with the trade war seeming to de-escalate, one would think those rate increases might come back.

We remain watchful of corporations continuing to lever their balance sheets, although some of this has been offset by strong free cash flow generation. The decline in interest rates and tightening credit spreads will help to offset some of this growth but may very well fuel even further growth. The U.S. Treasury 10-year/2-year rate spread has widened from 16 bps 12 months ago to 30 bps today but remains well below the 10-year average of 176 bps. With the world awash with liquidity and a dovish Fed, it seems like there is a low probability of an inverted yield curve in the near term, but this situation remains very data dependent.


6



Victory RS Value Funds (Unaudited)

Victory RS Partners Fund (continued)

Despite all of the media coverage surrounding the 2020 presidential election, it is still very early in the election cycle, and much can change. No matter what your political preference may be, it's important to understand how each candidate is viewed by the market, what likelihood the market is assigning to each candidate's chance of winning, and how changes to that likelihood may impact equity markets. We are somewhat concerned that the market is already factoring in the winner of the presidential election when it is still 10 months away.

In our estimation, equity valuations remain at historically high levels (at a level not seen since the dot-com era on trailing operating earnings). We feel we are in the later stages of a bull market, although nothing is certain. Equity securities look most reasonable compared to U.S. Treasury and corporate bond yields. In any case, we believe equity securities are the superior asset allocation alternative to bonds over the longer term.


7



Victory RS Value Funds (Unaudited)

Victory RS Partners Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class R

 

Class Y

 

 

INCEPTION DATE

 

7/12/95

 

10/13/06

 

5/1/07

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Net Asset
Value
  Russell
2000® Value
Index1
 

One Year

   

30.69

%

   

23.18

%

   

30.26

%

   

31.18

%

   

22.39

%

 

Three Year

   

9.50

%

   

7.36

%

   

9.11

%

   

9.87

%

   

4.77

%

 

Five Year

   

7.77

%

   

6.50

%

   

7.38

%

   

8.12

%

   

6.99

%

 

Ten Year

   

10.86

%

   

10.21

%

   

10.43

%

   

11.22

%

   

10.56

%

 

Since Inception

   

11.15

%

   

10.88

%

   

6.75

%

   

6.78

%

   

N/A

   

Expense Ratios

 

Gross

  1.52%   2.37%   1.19%  

With Applicable Waivers

  1.45%   1.81%   1.12%  

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Partners Fund — Growth of $10,000

1The Russell 2000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with lower price-to-book ratios and lower forecasted growth values. (The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


8



Victory RS Value Funds (Unaudited)

Victory RS Value Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update and Review

The Victory RS Value Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund (Class A shares at net asset value) delivered a 31.35% absolute return, outperforming the Fund's benchmark, the Russell Midcap® Value Index (the "Index"), which returned 27.06%. The relative outperformance was primarily driven by stock selection, aided by positive allocation in the Information Technology and Real Estate sectors. Stock selection was strong across most of the sectors, led by Materials, Technology, and Real Estate. Euronet Worldwide, Inc., a payment processing company, was the largest positive contributor in the technology sector. In the materials sector, Crown Holdings, Inc., a manufacturer of steel and aluminum cans, benefited from the secular shift away from plastic to aluminum. In real estate, Invitation Homes Inc., a REIT that owns single-family homes across the United States, benefited from the market's recognition of acquisition synergies. On a less positive note, we did have negative stock selection from energy as well as a negative allocation effect from our underweight in industrials. Our two biggest negative contributors were EQT Corporation, a natural gas business that experienced a hostile takeover, and RPC, Inc., where the thesis was broken due to management execution. In the end, the Fund outperformed its Index in 2019.

Market Overview

The U.S. equity market's performance was impressive in 2019, with the broad-based Russell 3000® Index registering a gain of 31.02%. The move higher after last year's decline was driven by a significant reversal in monetary policy at global central banks. The United States went from tightening in December 2018, to easing by 75 bps in 2019. Other major central banks around the world took aggressive action during 2019, flooding the markets with liquidity. Value-oriented stocks, as measured by the Russell 3000® Value Index, increased 26.26% during the year.

Although gains were broad across the capitalization spectrum, small-cap value stocks underperformed their mid- and large-cap counterparts during 2019, as measured by the Russell family of indices. This is the third year in a row that small-cap value stocks have underperformed their mid- and large-cap peers. Small-cap stocks, as measured by the Russell 2000® Value Index, returned 22.39%, while the Index and Russell 1000® Value Index returned 27.06% and 26.54%, respectively. However, since the end of August (the month that saw a full inversion in the yield curve), small-cap value stocks have started to outperform.

Perhaps this reflects a shift in leadership of smaller-cap value companies. It also may indicate that investors are repositioning to take advantage of the attractive relative valuations of small versus large companies. Even after the strong year-end performance of small-cap stocks, their relative attractiveness continues as the new year begins with near-decade-wide


9



Victory RS Value Funds (Unaudited)

Victory RS Value Fund (continued)

valuation spreads relative to large-cap stocks, as measured by forward price-to-earnings. Moreover, consensus expectations for small-caps are for higher earnings-per-share growth versus large-cap stocks over the next three to five years.

Overall, we expect the market to continue to benefit from a dovish monetary policy, a very strong consumer, and negative real interest rates across the globe. However, we do not believe there will be any material trade deal with China prior to the presidential election. The relative strength in both the U.S. economy and labor market, as well as a U.S. Federal Reserve (the "Fed") that seems content allowing the economy to run hot, should continue to be positive for asset prices. It is our view that the U.S. equity market can continue to rise given steady U.S. economic growth and may even see higher nominal growth and a continued recovery in cyclical businesses. Looking ahead to 2020, economic growth looks to continue and, coupled with the continuation of the longest job growth streak in history, supports our constructive outlook for domestic stocks and value-oriented strategies in particular.

Outlook

As we enter our 11th year of economic expansion, a period of consistent underlying factors for equity investing, conditions have shifted. Interest rate policy in 2019 changed course dramatically, with the Fed cutting rates 75 bps as a covert quantitative easing was initiated as an "insurance policy" against any fallout from the trade war and overall global economic slowing. The rate reduction provided further liquidity to the global economy after major central banks from around the world had already instituted similar policies and has flooded the global economy with liquidity yet again, helping to boost asset prices. In addition, it appears that many of the larger developed economies have either started or are now looking to start fiscal stimulus to boost economic growth. With negative real interest rates across the globe, this is a very positive environment for equity securities.

Energy prices remain significantly below peak levels, despite declining inventories worldwide. Natural gas prices have materially lagged oil prices. This stimulates consumer spending and confidence in the long run for the United States and for non-oil-producing countries abroad. In the United States, we enjoy the competitive advantage of a long-term supply of abundant cheap natural gas. However, we are watchful of rising commodity prices and how this may affect the economy.

Interest rates have fallen materially, but it is now more questionable as to where they move from here. Based on the Fed's commentary and the fact that it is a presidential election year, we wouldn't expect the Fed to take any action in 2020 unless some sort of exogenous event occurs. In fact, based on the Fed's language, we would need to see a material increase in inflation before we might see the Fed increase interest rates again. This is somewhat perplexing, as the Fed lowered interest rates 75 bps largely in response to the U.S./China trade war, and with the trade war seeming to de-escalate, one would think those rate increases might come back.

We remain watchful of corporations continuing to lever their balance sheets, although some of this has been offset by strong free cash flow generation. The decline in interest rates and tightening credit spreads will help to offset some of this growth but may very well fuel even further growth. The U.S. Treasury 10-year/2-year rate spread has widened from 16 bps 12 months ago to 30 bps today but remains well below the 10-year average of 176 bps. With


10



Victory RS Value Funds (Unaudited)

Victory RS Value Fund (continued)

the world awash with liquidity and a dovish Fed, it seems like there is a low probability of an inverted yield curve in the near term, but this situation remains very data dependent.

Despite all of the media coverage surrounding the 2020 presidential election, it is still very early in the election cycle, and much can change. No matter what your political preference may be, it's important to understand how each candidate is viewed by the market, what likelihood the market is assigning to each candidate's chance of winning, and how changes to that likelihood may impact equity markets. We are somewhat concerned that the market is already factoring in the winner of the presidential election when it is still 10 months away.

In our estimation, equity valuations remain at historically high levels (at a level not seen since the dot-com era on trailing operating earnings). We believe we are in the later stages of a bull market, although nothing is certain. Equity securities look most reasonable compared to U.S. Treasury and corporate bond yields. In any case, we believe equity securities are the superior asset allocation alternative to bonds over the longer term.


11



Victory RS Value Funds (Unaudited)

Victory RS Value Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

 

 

INCEPTION DATE

 

6/30/93

 

5/1/07

 

12/4/06

 

5/1/07

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Russell
Midcap®
Value Index1
 

One Year

   

31.35

%

   

23.78

%

   

30.32

%

   

29.32

%

   

30.89

%

   

31.69

%

   

27.06

%

 

Three Year

   

11.24

%

   

9.07

%

   

10.40

%

   

10.40

%

   

10.81

%

   

11.51

%

   

8.10

%

 

Five Year

   

7.45

%

   

6.18

%

   

6.62

%

   

6.62

%

   

7.03

%

   

7.70

%

   

7.62

%

 

Ten Year

   

10.83

%

   

10.17

%

   

9.99

%

   

9.99

%

   

10.39

%

   

11.10

%

   

12.41

%

 

Since Inception

   

7.83

%

   

7.59

%

   

5.33

%

   

5.33

%

   

6.28

%

   

6.42

%

   

N/A

   

Expense Ratios

 

Gross

  1.34%   2.14%   2.82%   1.06%  
With Applicable
Waivers
  1.30%   2.07%   1.69%   1.06%  

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Value Fund — Growth of $10,000

1The Russell Midcap® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell Midcap® Index with lower price-to book ratios and lower forecasted growth values. (The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which consists of the 1,000 largest U.S. companies based on total market capitalization.) Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


12



Victory RS Value Funds (Unaudited)

Victory RS Large Cap Alpha Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update and Review

The Victory RS Large Cap Alpha Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund (Class A shares at net asset value) delivered a 30.73% absolute return, outperforming the Fund's benchmark, the Russell 1000® Value Index (the "Index"), which returned 26.54%. Stock selection drove all of the outperformance, with the allocation effect being largely neutral. The largest positive sector contributors to performance in 2019 were Financials and Communication Services. Within Communication Services, social media company Facebook, Inc. continued to generate exceptional returns and recover some lost valuation after media criticism of the company earlier in the year. In Financials, Citigroup Inc. continued to execute despite a slowing global economic environment, proving to some skeptics the resilience of its business model. On a less positive note, the Utilities and Energy sectors were a drag on Fund performance. Stock-specific negative contributions for the year were EQT Corporation, a natural gas business that experienced a hostile takeover, and the online travel business Expedia Group, Inc., which faced additional competitive pressures. In the end, the Fund outperformed its Index in 2019.

Market Overview

The U.S. equity market's performance was impressive in 2019, with the broad-based Russell 3000® Index registering a gain of 31.02%. The move higher after last year's decline was driven by a significant reversal in monetary policy at global central banks. The United States went from tightening in December 2018, to easing by 75 bps in 2019. Other major central banks around the world took aggressive action during 2019, flooding the markets with liquidity. Value-oriented stocks, as measured by the Russell 3000® Value Index, increased 26.26% during the year.

Although gains were broad across the capitalization spectrum, small-cap value stocks underperformed their mid- and large-cap counterparts during 2019, as measured by the Russell family of indices. This is the third year in a row that small-cap value stocks have underperformed their mid- and large-cap peers. Small-cap stocks, as measured by the Russell 2000® Value Index, returned 22.39%, while the Russell Midcap® Value Index and the Index returned 27.06% and 26.54%, respectively. However, since the end of August (the month that saw a full inversion in the yield curve), small-cap value stocks have started to outperform.

Perhaps this reflects a shift in leadership of smaller-cap value companies. It also may indicate that investors are repositioning to take advantage of the attractive relative valuations of small versus large companies. Even after the strong year-end performance of small-cap stocks, their relative attractiveness continues as the new year begins with near-decade-wide valuation spreads relative to large-cap stocks, as measured by forward price-to-earnings.


13



Victory RS Value Funds (Unaudited)

Victory RS Large Cap Alpha Fund (continued)

Moreover, consensus expectations for small-cap stocks are for higher earnings-per-share growth versus large-cap stocks over the next three to five years.

Overall, we expect the market to continue to benefit from a dovish monetary policy, a very strong consumer, and negative real interest rates across the globe. However, we do not believe there will be any material trade deal with China prior to the presidential election. The relative strength in both the U.S. economy and labor market, as well as a U.S. Federal Reserve (the "Fed") that seems content allowing the economy to run hot, should continue to be positive for asset prices. It is our view that the U.S. equity market can continue to rise given steady U.S. economic growth and may even see higher nominal growth and a continued recovery in cyclical businesses. Looking ahead to 2020, economic growth looks to continue and, coupled with the continuation of the longest job growth streak in history, supports our constructive outlook for domestic stocks and value-oriented strategies in particular.

Outlook

As we enter our 11th year of economic expansion, a period of consistent underlying factors for equity investing, conditions have shifted. Interest rate policy in 2019 changed course dramatically, with the Fed cutting rates 75 bps as a covert quantitative easing was initiated as an "insurance policy" against any fallout from the trade war and overall global economic slowing. The rate reduction provided further liquidity to the global economy after major central banks from around the world had already instituted similar policies and has flooded the global economy with liquidity yet again, helping to boost asset prices. In addition, it appears that many of the larger developed economies have either started or are now looking to start fiscal stimulus to boost economic growth. With negative real interest rates across the globe, this is a very positive environment for equity securities.

Energy prices remain significantly below peak levels, despite declining inventories worldwide. Natural gas prices have materially lagged oil prices. This stimulates consumer spending and confidence in the long run for the United States and for non-oil-producing countries abroad. In the United States, we enjoy the competitive advantage of a long-term supply of abundant cheap natural gas. However, we are watchful of rising commodity prices and how this may affect the economy.

Interest rates have fallen materially, but it is now more questionable as to where they move from here. Based on the Fed's commentary and the fact that it is a presidential election year, we wouldn't expect the Fed to take any action in 2020 unless some sort of exogenous event occurs. In fact, based on the Fed's language, we would need to see a material increase in inflation before we might see the Fed increase interest rates again. This is somewhat perplexing, as the Fed lowered interest rates 75 bps largely in response to the U.S./China trade war, and with the trade war seeming to de-escalate, one would think those rate increases might come back.

We remain watchful of corporations continuing to lever their balance sheets, although some of this has been offset by strong free cash flow generation. The decline in interest rates and tightening credit spreads will help to offset some of this growth but may very well fuel even further growth. The U.S. Treasury 10-year/2-year rate spread has widened from 16 bps 12 months ago to 30 bps today but remains well below the 10-year average of 176 bps. With the world awash with liquidity and a dovish Fed, it seems like there is a low probability of an inverted yield curve in the near term, but this situation remains very data dependent.


14



Victory RS Value Funds (Unaudited)

Victory RS Large Cap Alpha Fund (continued)

Despite all of the media coverage surrounding the 2020 presidential election, it is still very early in the election cycle, and much can change. No matter what your political preference may be, it's important to understand how each candidate is viewed by the market, what likelihood the market is assigning to each candidate's chance of winning, and how changes to that likelihood may impact equity markets. We are somewhat concerned that the market is already factoring in the winner of the presidential election when it is still 10 months away.

In our estimation, equity valuations remain at historically high levels (at a level not seen since the dot-com era on trailing operating earnings). We believe we are in the later stages of a bull market, although nothing is certain. Equity securities look most reasonable compared to U.S. Treasury and corporate bond yields. In any case, we believe equity securities are the superior asset allocation alternative to bonds over the longer term.


15



Victory RS Value Funds (Unaudited)

Victory RS Large Cap Alpha Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

     

 

INCEPTION DATE

 

6/1/72

 

8/7/00

 

5/15/01

 

5/1/07

     

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Russell
1000® Value
Index1
  S&P 500®
Index2
 

One Year

   

30.73

%

   

23.22

%

   

29.70

%

   

28.70

%

   

30.23

%

   

30.99

%

   

26.54

%

   

31.49

%

 

Three Year

   

11.94

%

   

9.76

%

   

11.05

%

   

11.05

%

   

11.53

%

   

12.17

%

   

9.68

%

   

15.27

%

 

Five Year

   

8.35

%

   

7.08

%

   

7.49

%

   

7.49

%

   

7.96

%

   

8.58

%

   

8.29

%

   

11.70

%

 

Ten Year

   

11.16

%

   

10.51

%

   

10.28

%

   

10.28

%

   

10.75

%

   

11.44

%

   

11.80

%

   

13.56

%

 

Since Inception

   

11.69

%

   

11.55

%

   

3.17

%

   

3.17

%

   

5.94

%

   

8.41

%

   

N/A

     

N/A

   

Expense Ratios

 

Gross

  0.93%   1.75%   1.40%   0.75%      

 
With Applicable
Waivers
  0.89%   1.69%   1.26%   0.68%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Large Cap Alpha — Growth of $10,000

1The Russell 1000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on stocks constituting the index. 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 and is not representative of the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


16



Victory RS Value Funds (Unaudited)

Victory RS Investors Fund

Portfolio Holdings

As a Percentage of Total Investments

Performance Update and Review

The Victory RS Investors Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund (Class A shares at net asset value) delivered a 28.01% absolute return, modestly outperforming the Fund's benchmark, the Russell 3000® Value Index (the "Index"), which returned 26.26%. Outperformance in 2019 was driven entirely by stock selection, as positive allocation from Technology was offset by our underweight in industrials, which led to a negative allocation effect in that sector. The most positive sectors contributing to outperformance were Communication Services and Materials. Specifically, Facebook, Inc., the social media company, continued to perform well even after media criticism depressed its valuation. In addition, LKQ Corporation, a maker of after-market auto parts, was a significant contributor as management's plan to improve returns began to take hold. On a less positive note, we did have negative performance from both the Energy and Utilities sectors in 2019, which suppressed some of our outperformance. In addition, two of our largest underperformers of the year were EQT Corporation, a natural gas business that experienced a hostile takeover, and the online travel business Expedia Group, Inc., which faced additional competitive pressures. In the end, the Fund outperformed its Index in 2019.

Market Overview

The U.S. equity market's performance was impressive in 2019, with the broad-based Russell 3000® Index registering a gain of 31.02%. The move higher after last year's decline was driven by a significant reversal in monetary policy at global central banks. The United States went from tightening in December 2018, to easing by 75 bps in 2019. Other major central banks around the world took aggressive action during 2019, flooding the markets with liquidity. Value-oriented stocks, as measured by the Index, increased 26.26% during the year.

Although gains were broad across the capitalization spectrum, small-cap value stocks underperformed their mid- and large-cap counterparts during 2019, as measured by the Russell family of indices. This is the third year in a row that small-cap value stocks have underperformed their mid- and large-cap peers. Small-cap stocks, as measured by the Russell 2000® Value Index, returned 22.39%, while the Russell Midcap® Value Index and Russell 1000® Value Index returned 27.06% and 26.54%, respectively. However, since the end of August (the month that saw a full inversion in the yield curve), small-cap value stocks have started to outperform.

Perhaps this reflects a shift in leadership of smaller-cap value companies. It also may indicate that investors are repositioning to take advantage of the attractive relative valuations of small versus large companies. Even after the strong year-end performance of small-cap stocks, their relative attractiveness continues as the new year begins with near-decade-wide valuation spreads relative to large-cap stocks, as measured by forward price-to-earnings.


17



Victory RS Value Funds (Unaudited)

Victory RS Investors Fund (continued)

Moreover, consensus expectations for small-caps are for higher earnings-per-share growth versus large-cap stocks over the next three to five years.

Overall, we expect the market to continue to benefit from a dovish monetary policy, a very strong consumer, and negative real interest rates across the globe. However, we do not believe there will be any material trade deal with China prior to the presidential election. The relative strength in both the U.S. economy and labor market, as well as a U.S. Federal Reserve (the "Fed") that seems content allowing the economy to run hot, should continue to be positive for asset prices. It is our view that the U.S. equity market can continue to rise given steady U.S. economic growth and may even see higher nominal growth and a continued recovery in cyclical businesses. Looking ahead to 2020, economic growth looks to continue and, coupled with the continuation of the longest job growth streak in history, supports our constructive outlook for domestic stocks and value-oriented strategies in particular.

Outlook

As we enter our 11th year of economic expansion, a period of consistent underlying factors for equity investing, conditions have shifted. Interest rate policy in 2019 changed course dramatically, with the Fed cutting rates 75 bps as a covert quantitative easing was initiated as an "insurance policy" against any fallout from the trade war and overall global economic slowing. The rate reduction provided further liquidity to the global economy after major central banks from around the world had already instituted similar policies and has flooded the global economy with liquidity yet again, helping to boost asset prices. In addition, it appears that many of the larger developed economies have either started or are now looking to start fiscal stimulus to boost economic growth. With negative real interest rates across the globe, this is a very positive environment for equity securities.

Energy prices remain significantly below peak levels, despite declining inventories worldwide. Natural gas prices have materially lagged oil prices. This stimulates consumer spending and confidence in the long run for the United States and for non-oil-producing countries abroad. In the United States, we enjoy the competitive advantage of a long-term supply of abundant cheap natural gas. However, we are watchful of rising commodity prices and how this may affect the economy.

Interest rates have fallen materially, but it is now more questionable as to where they move from here. Based on the Fed's commentary and the fact that it is a presidential election year, we wouldn't expect the Fed to take any action in 2020 unless some sort of exogenous event occurs. In fact, based on the Fed's language, we would need to see a material increase in inflation before we might see the Fed increase interest rates again. This is somewhat perplexing, as the Fed lowered interest rates 75 bps largely in response to the U.S./China trade war, and with the trade war seeming to de-escalate, one would think those rate increases might come back.

We remain watchful of corporations continuing to lever their balance sheets, although some of this has been offset by strong free cash flow generation. The decline in interest rates and tightening credit spreads will help to offset some of this growth but may very well fuel even further growth. The U.S. Treasury 10-year/2-year rate spread has widened from 16 bps 12 months ago to 30 bps today but remains well below the 10-year average of 176 bps. With the world awash with liquidity and a dovish Fed, it seems like there is a low probability of an inverted yield curve in the near term, but this situation remains very data dependent.


18



Victory RS Value Funds (Unaudited)

Victory RS Investors Fund (continued)

Despite all of the media coverage surrounding the 2020 presidential election, it is still very early in the election cycle, and much can change. No matter what your political preference may be, it's important to understand how each candidate is viewed by the market, what likelihood the market is assigning to each candidate's chance of winning, and how changes to that likelihood may impact equity markets. We are somewhat concerned that the market is already factoring in the winner of the presidential election when it is still 10 months away.

In our estimation, equity valuations remain at historically high levels (at a level not seen since the dot-com era on trailing operating earnings). We believe we are in the later stages of a bull market, although nothing is certain. Equity securities look most reasonable compared to U.S. Treasury and corporate bond yields. In any case, we believe equity securities are the superior asset allocation alternative to bonds over the longer term.


19



Victory RS Value Funds (Unaudited)

Victory RS Investors Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

 

 

INCEPTION DATE

 

11/15/05

 

7/24/07

 

1/3/07

 

5/1/07

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Russell
3000® Value
Index1
 

One Year

   

28.01

%

   

20.67

%

   

27.08

%

   

26.08

%

   

27.24

%

   

28.35

%

   

26.26

%

 

Three Year

   

10.50

%

   

8.34

%

   

9.69

%

   

9.69

%

   

9.81

%

   

10.82

%

   

9.32

%

 

Five Year

   

7.30

%

   

6.03

%

   

6.50

%

   

6.50

%

   

6.67

%

   

7.59

%

   

8.20

%

 

Ten Year

   

12.06

%

   

11.39

%

   

11.30

%

   

11.30

%

   

11.54

%

   

12.30

%

   

11.71

%

 

Since Inception

   

7.84

%

   

7.39

%

   

5.72

%

   

5.72

%

   

6.23

%

   

6.71

%

   

N/A

   

Expense Ratios

 

Gross

  1.58%   2.44%   3.15%   1.37%      
With Applicable
Waivers
  1.33%   2.07%   1.95%   1.05%    

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory RS Investors Fund — Growth of $10,000

1The Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


20



Victory RS Value Funds (Unaudited)

Portfolio Holdings

As a Percentage of Total Investments

Victory Global Natural Resources Fund

The Victory Global Natural Resources Fund (the "Fund") seeks to provide long-term capital appreciation. For the year ended December 31, 2019, the Fund (Class A Shares at net asset value) had a total return of -24.49%, well underperforming its primary index, the MSCI World Commodity Producers Index (the "Index") returning 11.64%, largely due to the significant weight in North American natural gas and, to a lesser extent, base metals. Over the course of the year, lower natural gas prices weighed heavily on all producers. This was exacerbated by weak natural gas liquids pricing that particularly impacted southwest Marcellus producers, the largest single basin/asset exposure in the portfolio. Offsetting the commodity price pressures, the Fund's portfolio holdings moved aggressively to reduce operating costs, improve capital efficiency, and address market concerns regarding their balance sheets. Heading into 2020, the securities held in the Fund's portfolio are generating free cash flow, which is being returned to shareholders even at relatively depressed commodity prices, a significant improvement in company fundamentals. The other major detractor from Fund performance was its investments in copper producers, which faced macro headwinds as U.S./China trade tensions, undermined global economic activity, and where large projects either being developed or coming on stream gave investors pause, particularly during the second and third quarters. However, as the market received clarity on project execution, and as those macro concerns began to dissipate as investors are forced to acknowledge the relatively tight supply/demand balances in copper, the Fund's portfolio holdings generated strong returns in the fourth quarter, which contributed to improved performance.

In our opinion, the last few years have been a challenging time to invest in the natural resource space. Too much capital was made available for too many projects, undermining returns and depressing commodity prices. We believe many companies will not survive, and many projects will be laid back to rest. However, low-cost, capital efficient assets will continue to operate and should continue to generate attractive cash-on-cash returns.

The equity markets overshot fundamentals at cyclical extremes. This downcycle is no different, although it is much more akin to the capital cleansing that we witnessed at the end of the 1990s than the momentary liquidity freeze that occurred in 2008. As the securities held in the Fund's portfolio continue to execute on their corporate plans, and as realized results continue to compare favorably versus our underwriting assumptions, we remain highly confident that the intrinsic value of your investment is compounding. Perhaps more importantly, we believe that the conditions necessary to have that value reflected in stock prices are moving into place: limited capital availability and a commitment to ongoing capital discipline, minimal surplus inventory, and depressed valuations at a period of improving fundamentals.

We thank you, as always, for your patience and support.


21



Victory RS Value Funds (Unaudited)

Victory Global Natural Resources Fund (continued)

Average Annual Total Return

Year Ended December 31, 2019

 

Class A

 

Class C

 

Class R

 

Class Y

 

 

 

 

INCEPTION DATE

 

11/15/95

 

5/1/07

 

12/4/06

 

5/1/07

 

 

 

 
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  MCSI
World
Commodity
Producers
Index1
  S&P North
American
Natural
Resources
Sector IndexTM 2
  S&P 500®
Index3
 

One Year

   

–24.49

%

   

–28.81

%

   

–25.11

%

   

–25.86

%

   

–24.79

%

   

–24.32

%

   

11.64

%

   

17.63

%

   

31.49

%

 

Three Year

   

–25.51

%

   

–26.96

%

   

–26.11

%

   

–26.11

%

   

–25.80

%

   

–25.29

%

   

2.64

%

   

–2.05

%

   

15.27

%

 

Five Year

   

–17.11

%

   

–18.08

%

   

–17.77

%

   

–17.77

%

   

–17.40

%

   

–16.85

%

   

0.98

%

   

–1.41

%

   

11.70

%

 

Ten Year

   

–9.45

%

   

–9.99

%

   

–10.15

%

   

–10.15

%

   

–9.79

%

   

–9.16

%

   

0.39

%

   

1.39

%

   

13.56

%

 

Since Inception

   

1.99

%

   

1.74

%

   

–8.88

%

   

–8.88

%

   

–7.69

%

   

–7.85

%

   

N/A

     

N/A

     

N/A

   

Expense Ratios

 

Gross

  1.54%   2.38%   2.50%   1.20%  

     
With Applicable
Waivers
  1.48%   2.28%   1.86%   1.15%      

Past performance is not indicative of future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.

The above expense ratios are from the Fund's prospectus dated May 1, 2019. Additional information pertaining to the Fund's expense ratios as of December 31, 2019 can be found in the financial highlights.

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. Class C Shares are not subject to an initial sales charge, but are subject to a deferred sales charge of 1.00% on shares redeemed within one year of purchase. NAV does not reflect sales charges.

The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower. Some fee waivers are voluntary and may be modified or terminated at any time.

Victory Global Natural Resources Fund — Growth of $10,000

1The MSCI World Commodity Producers Index is an equity-based index designed to reflect the performance related to commodity producers stocks. The index is a free float-adjusted market-capitalization-weighted index composed of commodity producer companies based on the Global Industry Classification Standard (GICS®). The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. It is not possible to invest directly in an Index.

2The S&P North American Natural Resources Sector IndexTM is a modified capitalization-weighted index designed as a benchmark for U.S.-traded securities in the natural resources sector. The index includes companies involved in the following categories: extractive industries, energy companies, owners and operators of timber tracts, forestry services, producers of pulp and paper, and owners of plantations. Index results assume the reinvestment of dividends paid on the stocks constituting the index. It is not possible to invest directly in an Index.

3The 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 and is not representative of the Fund. It is not possible to invest directly in an index.

The graph reflects investment of growth of a hypothetical $10,000 investment in Class A Shares of the Fund. The performance of other classes of the Fund's shares will be greater than or less than the line shown based on the differences in loads and fees paid by shareholders investing in the different classes. Past performance is no guarantee of future results.

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


22



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (96.6%)

 

Banks (11.9%):

 

Associated Bancorp, Class A

   

237,927

   

$

5,243,911

   

Atlantic Union Bankshares Corp.

   

134,180

     

5,038,459

   

Columbia Banking System, Inc.

   

151,606

     

6,168,090

   

First Hawaiian, Inc.

   

438,710

     

12,656,783

   

Synovus Financial Corp.

   

89,969

     

3,526,785

   

TCF Financial Corp.

   

193,565

     

9,058,841

   

UMB Financial Corp.

   

88,142

     

6,050,067

   

Veritex Holdings, Inc.

   

107,330

     

3,126,523

   
     

50,869,459

   

Capital Markets (1.4%):

 

PJT Partners, Inc.

   

131,320

     

5,926,472

   

Communication Services (0.6%):

 

World Wrestling Entertainment, Inc., Class A (a)

   

37,770

     

2,450,140

   

Consumer Discretionary (4.3%):

 

Penske Automotive Group, Inc. (a)

   

225,411

     

11,320,140

   

Wolverine World Wide, Inc.

   

209,420

     

7,065,831

   
     

18,385,971

   

Consumer Staples (7.9%):

 

Hostess Brands, Inc. (a) (b)

   

972,481

     

14,139,874

   

Nomad Foods Ltd. (b)

   

317,180

     

7,095,317

   

Primo Water Corp. (a) (b)

   

161,350

     

1,811,154

   

TreeHouse Foods, Inc. (a) (b)

   

223,900

     

10,859,150

   
     

33,905,495

   

Energy (4.8%):

 

Delek US Holdings, Inc. (a)

   

87,640

     

2,938,569

   

Kosmos Energy Ltd.

   

1,187,357

     

6,767,935

   

Magnolia Oil & Gas Corp. (a) (b)

   

554,620

     

6,977,120

   

PDC Energy, Inc. (a) (b)

   

152,020

     

3,978,363

   
     

20,661,987

   

Industrials (11.7%):

 

American Woodmark Corp. (a) (b)

   

41,870

     

4,375,834

   

Atkore International Group, Inc. (b)

   

157,230

     

6,361,526

   

Crane Co.

   

40,420

     

3,491,480

   

Finning International, Inc.

   

192,000

     

3,741,220

   

Regal Beloit Corp.

   

46,818

     

4,008,089

   

Rexnord Corp. (b)

   

54,510

     

1,778,116

   

Rush Enterprises, Inc., Class A

   

141,270

     

6,569,055

   

SkyWest, Inc.

   

176,720

     

11,421,414

   

The Timken Co.

   

87,750

     

4,941,202

   

Willscot Corp. (a) (b)

   

180,610

     

3,339,479

   
     

50,027,415

   

See notes to financial statements.


23



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Information Technology (11.1%):

 

Euronet Worldwide, Inc. (b)

   

91,940

   

$

14,486,066

   

NCR Corp. (b)

   

219,130

     

7,704,611

   

Talend SA, ADR (b)

   

174,740

     

6,834,081

   

Verint Systems, Inc. (b)

   

329,410

     

18,236,138

   
     

47,260,896

   

Insurance (18.4%):

 

Argo Group International Holdings Ltd.

   

47,100

     

3,096,825

   

Axis Capital Holdings Ltd.

   

295,860

     

17,585,919

   

Globe Life, Inc.

   

120,860

     

12,720,515

   

Mercury General Corp.

   

88,080

     

4,292,138

   

Primerica, Inc.

   

62,773

     

8,195,643

   

ProAssurance Corp. (a)

   

178,320

     

6,444,485

   

Stewart Information Services Corp.

   

157,310

     

6,416,675

   

The Hanover Insurance Group, Inc.

   

46,140

     

6,305,954

   

White Mountains Insurance Group Ltd.

   

12,310

     

13,731,928

   
     

78,790,082

   

Materials (4.6%):

 

Constellium SE (b)

   

125,060

     

1,675,804

   

Graphic Packaging Holding Co.

   

803,990

     

13,386,434

   

Summit Materials, Inc., Class A (b)

   

190,087

     

4,543,079

   
     

19,605,317

   

Mortgage Real Estate Investment Trusts (1.0%):

 

Redwood Trust, Inc. (a)

   

249,930

     

4,133,842

   

Real Estate (9.8%):

 

American Assets Trust, Inc.

   

148,840

     

6,831,756

   

Equity Commonwealth

   

487,411

     

16,001,703

   

Kennedy-Wilson Holdings, Inc. (a)

   

371,370

     

8,281,551

   

Spirit Realty Capital, Inc.

   

129,306

     

6,359,269

   

Washington Real Estate Investment Trust

   

153,940

     

4,491,969

   
     

41,966,248

   

Thrifts & Mortgage Finance (5.8%):

 

Kearny Financial Corp.

   

643,110

     

8,894,211

   

PCSB Financial Corp.

   

153,380

     

3,105,945

   

TFS Financial Corp. (a)

   

659,850

     

12,985,848

   
     

24,986,004

   

Utilities (3.3%):

 

Black Hills Corp.

   

71,325

     

5,601,865

   

NorthWestern Corp.

   

42,540

     

3,048,842

   

South Jersey Industries, Inc.

   

165,530

     

5,459,179

   
     

14,109,886

   

Total Common Stocks (Cost $330,966,686)

   

413,079,214

   

See notes to financial statements.


24



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Preferred Stocks (0.1%)

 

Health Care (0.1%):

 

WellDoc, Inc. (c) (d)

   

1,587,483

   

$

587,369

   

Total Preferred Stock (Cost $1,942,920)

   

587,369

   

Collateral for Securities Loaned^ (2.0%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (e)

   

400,753

     

400,753

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (e)

   

2,207,860

     

2,207,860

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (e)

   

66,935

     

66,935

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (e)
   

1,333,776

     

1,333,776

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (e)

   

1,467,257

     

1,467,257

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (e)
   

2,934,414

     

2,934,414

   

Total Collateral for Securities Loaned (Cost $8,410,995)

   

8,410,995

   

Total Investments (Cost $341,320,601) — 98.7%

   

422,077,578

   

Other assets in excess of liabilities — 1.3%

   

5,494,298

   

NET ASSETS — 100.00%

 

$

427,571,876

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2019, illiquid securities were 0.1% of the Fund's net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.1% of the Fund's net assets as of December 31, 2019. This security is classified as Level 3 within the fair value hierarchy. (See Note 2)

(e)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

See notes to financial statements.


25



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (95.8%)

 

Communication Services (0.6%):

 

World Wrestling Entertainment, Inc., Class A (a)

   

34,240

   

$

2,221,149

   

Consumer Discretionary (5.8%):

 

Aramark

   

86,195

     

3,740,863

   

LKQ Corp. (b)

   

434,480

     

15,510,936

   

Penske Automotive Group, Inc. (a)

   

64,760

     

3,252,247

   
     

22,504,046

   

Consumer Staples (8.2%):

 

Hostess Brands, Inc. (a) (b)

   

633,230

     

9,207,165

   

Nomad Foods Ltd. (b)

   

300,770

     

6,728,225

   

Post Holdings, Inc. (b)

   

73,410

     

8,009,031

   

TreeHouse Foods, Inc. (a) (b)

   

166,420

     

8,071,370

   
     

32,015,791

   

Energy (5.2%):

 

Diamondback Energy, Inc.

   

84,750

     

7,869,885

   

Magnolia Oil & Gas Corp. (a) (b)

   

402,160

     

5,059,173

   

Noble Energy, Inc.

   

303,085

     

7,528,631

   
     

20,457,689

   

Financials (24.8%):

 

Aflac, Inc.

   

256,220

     

13,554,038

   

Axis Capital Holdings Ltd.

   

100,860

     

5,995,118

   

Brown & Brown, Inc.

   

265,460

     

10,480,361

   

Cboe Global Markets, Inc.

   

97,070

     

11,648,400

   

E*TRADE Financial Corp.

   

260,840

     

11,834,311

   

First American Financial Corp.

   

76,030

     

4,434,070

   

First Hawaiian, Inc.

   

372,740

     

10,753,549

   

Kearny Financial Corp. (a)

   

419,000

     

5,794,770

   

RenaissanceRe Holdings Ltd.

   

36,120

     

7,080,243

   

Truist Financial Corp.

   

77,376

     

4,357,816

   

Voya Financial, Inc.

   

173,930

     

10,606,251

   
     

96,538,927

   

Health Care (5.8%):

 

Bio-Rad Laboratories, Inc., Class A (b)

   

6,690

     

2,475,501

   

Humana, Inc.

   

16,990

     

6,227,175

   

QIAGEN NV (b)

   

62,730

     

2,120,274

   

Zimmer Biomet Holdings, Inc.

   

81,930

     

12,263,282

   
     

23,086,232

   

Industrials (8.4%):

 

Crane Co.

   

124,560

     

10,759,493

   

GrafTech International, Ltd. (a)

   

202,490

     

2,352,934

   

Huntington Ingalls Industries, Inc.

   

18,320

     

4,596,122

   

See notes to financial statements.


26



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Sensata Technologies Holding PLC (b)

   

58,840

   

$

3,169,711

   

SkyWest, Inc.

   

60,840

     

3,932,089

   

The Timken Co.

   

143,010

     

8,052,893

   
     

32,863,242

   

Information Technology (10.0%):

 

Euronet Worldwide, Inc. (b)

   

86,933

     

13,697,163

   

NCR Corp. (b)

   

172,050

     

6,049,278

   

Talend SA, ADR (a) (b)

   

75,740

     

2,962,191

   

Verint Systems, Inc. (b)

   

292,730

     

16,205,533

   
     

38,914,165

   

Materials (9.1%):

 

Crown Holdings, Inc. (b)

   

38,035

     

2,759,059

   

Freeport-McMoRan, Inc.

   

554,470

     

7,274,646

   

Graphic Packaging Holding Co.

   

708,390

     

11,794,693

   

Sealed Air Corp.

   

257,100

     

10,240,293

   

Summit Materials, Inc., Class A (b)

   

123,170

     

2,943,763

   
     

35,012,454

   

Real Estate (9.7%):

 

Equity Commonwealth

   

283,323

     

9,301,494

   

Healthcare Trust of America, Inc., Class A

   

202,210

     

6,122,919

   

Invitation Homes, Inc.

   

192,960

     

5,783,011

   

MGM Growth Properties LLC, Series A

   

306,130

     

9,480,847

   

Spirit Realty Capital, Inc.

   

143,688

     

7,066,576

   
     

37,754,847

   

Utilities (8.2%):

 

AES Corp.

   

327,210

     

6,511,479

   

Atmos Energy Corp.

   

27,949

     

3,126,375

   

FirstEnergy Corp.

   

174,270

     

8,469,522

   

Vistra Energy Corp.

   

601,260

     

13,822,966

   
     

31,930,342

   

Total Common Stocks (Cost $310,699,703)

   

373,298,884

   

See notes to financial statements.


27



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (2.2%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

415,149

   

$

415,149

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

2,287,170

     

2,287,170

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

69,340

     

69,340

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

1,381,687

     

1,381,687

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

1,519,963

     

1,519,963

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

3,039,823

     

3,039,823

   

Total Collateral for Securities Loaned (Cost $8,713,132)

   

8,713,132

   

Total Investments (Cost $319,412,835) — 98.0%

   

382,012,016

   

Other assets in excess of liabilities — 2.0%

   

7,831,768

   

NET ASSETS — 100.00%

 

$

389,843,784

   

^  Purchased with cash collateral from securities on loan.

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

(b)  Non-income producing security.

(c)  Rate disclosed is the daily yield on December 31, 2019.

ADR — American Depositary Receipt

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.


28



Victory Portfolios
Victory RS Large Cap Alpha Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (96.4%)

 

Banks (12.4%):

 

Citigroup, Inc.

   

219,530

   

$

17,538,251

   

JPMorgan Chase & Co.

   

102,940

     

14,349,836

   

The PNC Financial Services Group, Inc.

   

88,390

     

14,109,696

   

U.S. Bancorp

   

232,290

     

13,772,474

   

Wells Fargo & Co.

   

201,230

     

10,826,174

   
     

70,596,431

   

Capital Markets (6.3%):

 

Cboe Global Markets, Inc.

   

204,158

     

24,498,960

   

E*TRADE Financial Corp.

   

245,230

     

11,126,085

   
     

35,625,045

   

Communication Services (7.9%):

 

Alphabet, Inc., Class A (a)

   

15,430

     

20,666,787

   

Facebook, Inc., Class A (a)

   

116,410

     

23,893,152

   
     

44,559,939

   

Consumer Discretionary (4.1%):

 

Aramark

   

157,740

     

6,845,916

   

LKQ Corp. (a)

   

309,220

     

11,039,154

   

McDonald's Corp.

   

24,200

     

4,782,162

   
     

22,667,232

   

Consumer Staples (5.0%):

 

Keurig Dr Pepper, Inc. (b)

   

225,890

     

6,539,516

   

Mondelez International, Inc., Class A

   

331,270

     

18,246,352

   

Post Holdings, Inc. (a)

   

31,640

     

3,451,924

   
     

28,237,792

   

Energy (10.1%):

 

Chevron Corp.

   

107,585

     

12,965,068

   

Diamondback Energy, Inc.

   

143,680

     

13,342,125

   

Enterprise Products Partners LP (b)

   

479,890

     

13,513,702

   

Noble Energy, Inc.

   

474,324

     

11,782,208

   

Suncor Energy, Inc.

   

175,150

     

5,744,920

   
     

57,348,023

   

Health Care (11.1%):

 

Cigna Corp.

   

24,730

     

5,057,038

   

CVS Health Corp.

   

110,325

     

8,196,044

   

Humana, Inc.

   

22,980

     

8,422,630

   

Johnson & Johnson

   

78,550

     

11,458,089

   

Pfizer, Inc.

   

203,030

     

7,954,715

   

UnitedHealth Group, Inc.

   

27,035

     

7,947,749

   

Zimmer Biomet Holdings, Inc.

   

92,570

     

13,855,878

   
     

62,892,143

   

Industrials (8.4%):

 

Air Canada (a)

   

235,140

     

8,785,152

   

Eaton Corp. PLC

   

160,850

     

15,235,712

   

Parker-Hannifin Corp.

   

51,640

     

10,628,545

   

See notes to financial statements.


29



Victory Portfolios
Victory RS Large Cap Alpha Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Raytheon Co.

   

38,990

   

$

8,567,663

   

Union Pacific Corp.

   

23,210

     

4,196,136

   
     

47,413,208

   

Information Technology (2.4%):

 

Visa, Inc., Class A

   

70,630

     

13,271,377

   

Insurance (11.5%):

 

Aflac, Inc.

   

424,740

     

22,468,745

   

Brown & Brown, Inc.

   

431,050

     

17,017,854

   

RenaissanceRe Holdings Ltd.

   

41,080

     

8,052,502

   

The Progressive Corp.

   

239,390

     

17,329,442

   
     

64,868,543

   

Materials (4.7%):

 

Freeport-McMoRan, Inc. (b)

   

923,630

     

12,118,026

   

Sealed Air Corp.

   

364,460

     

14,516,442

   
     

26,634,468

   

Real Estate (4.9%):

 

Equity Commonwealth

   

364,700

     

11,973,101

   

Invitation Homes, Inc.

   

518,280

     

15,532,852

   
     

27,505,953

   

Utilities (7.6%):

 

Exelon Corp.

   

235,490

     

10,735,989

   

FirstEnergy Corp.

   

271,870

     

13,212,882

   

Vistra Energy Corp.

   

823,800

     

18,939,162

   
     

42,888,033

   

Total Common Stocks (Cost $430,184,969)

   

544,508,187

   

Collateral for Securities Loaned^ (1.2%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

317,222

     

317,222

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

1,747,666

     

1,747,666

   

Fidelity Investments Prime Money Market Portfolio, Class I , 1.75% (c)

   

52,984

     

52,984

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

1,055,771

     

1,055,771

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

1,161,429

     

1,161,429

   

Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 1.76% (c)

   

2,322,780

     

2,322,780

   

Total Collateral for Securities Loaned (Cost $6,657,852)

   

6,657,852

   

Total Investments (Cost $436,842,821) — 97.6%

   

551,166,039

   

Other assets in excess of liabilities — 2.4%

   

13,274,171

   

NET ASSETS — 100.00%

 

$

564,440,210

   

^  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, 2019.

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.


30



Victory Portfolios
Victory RS Investors Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (96.7%)

 

Banks (5.3%):

 

Citigroup, Inc.

   

11,500

   

$

918,735

   

First Hawaiian, Inc.

   

49,040

     

1,414,804

   
     

2,333,539

   

Capital Markets (7.1%):

 

Cboe Global Markets, Inc.

   

15,000

     

1,800,000

   

E*TRADE Financial Corp.

   

28,615

     

1,298,263

   
     

3,098,263

   

Communication Services (9.3%):

 

Alphabet, Inc., Class A (a)

   

1,462

     

1,958,188

   

Facebook, Inc., Class A (a)

   

10,240

     

2,101,760

   
     

4,059,948

   

Consumer Discretionary (4.7%):

 

LKQ Corp. (a)

   

57,140

     

2,039,898

   

Consumer Staples (11.4%):

 

Hostess Brands, Inc. (a)

   

114,330

     

1,662,357

   

Mondelez International, Inc., Class A

   

16,320

     

898,906

   

Post Holdings, Inc. (a)

   

8,710

     

950,261

   

TreeHouse Foods, Inc. (a) (b)

   

30,440

     

1,476,340

   
     

4,987,864

   

Energy (8.2%):

 

Diamondback Energy, Inc.

   

14,941

     

1,387,421

   

Kosmos Energy Ltd.

   

161,120

     

918,384

   

Noble Energy, Inc.

   

51,962

     

1,290,736

   
     

3,596,541

   

Health Care (1.9%):

 

Zimmer Biomet Holdings, Inc.

   

5,500

     

823,240

   

Industrials (3.2%):

 

SkyWest, Inc.

   

21,610

     

1,396,654

   

Information Technology (11.2%):

 

Euronet Worldwide, Inc. (a)

   

11,800

     

1,859,208

   

NCR Corp. (a)

   

19,780

     

695,465

   

Verint Systems, Inc. (a)

   

43,100

     

2,386,016

   
     

4,940,689

   

Insurance (13.7%):

 

Aflac, Inc.

   

34,000

     

1,798,600

   

Axis Capital Holdings Ltd.

   

11,000

     

653,840

   

Brown & Brown, Inc.

   

45,250

     

1,786,470

   

Mercury General Corp.

   

18,960

     

923,921

   

RenaissanceRe Holdings Ltd.

   

4,330

     

848,767

   
     

6,011,598

   

See notes to financial statements.


31



Victory Portfolios
Victory RS Investors Fund
  Schedule of Portfolio Investments — continued
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Materials (9.2%):

 

Freeport-McMoRan, Inc.

   

65,940

   

$

865,133

   

Graphic Packaging Holding Co.

   

97,690

     

1,626,538

   

Sealed Air Corp.

   

38,760

     

1,543,811

   
     

4,035,482

   

Real Estate (3.2%):

 

Equity Commonwealth

   

42,120

     

1,382,800

   

Thrifts & Mortgage Finance (3.0%):

 

Kearny Financial Corp.

   

95,100

     

1,315,233

   

Utilities (5.3%):

 

Vistra Energy Corp.

   

101,420

     

2,331,646

   

Total Common Stocks (Cost $35,154,474)

   

42,353,395

   

Collateral for Securities Loaned^ (0.4%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

8,577

     

8,577

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

47,256

     

47,256

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

1,433

     

1,433

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

28,547

     

28,547

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

31,404

     

31,404

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

62,806

     

62,806

   

Total Collateral for Securities Loaned (Cost $180,023)

   

180,023

   

Total Investments (Cost $35,334,497) — 97.1%

   

42,533,418

   

Other assets in excess of liabilities — 2.9%

   

1,259,895

   

NET ASSETS — 100.00%

 

$

43,793,313

   

^  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, 2019.

See notes to financial statements.


32



Victory Portfolios
Victory Global Natural Resources Fund
  Schedule of Portfolio Investments
December 31, 2019
 

Security Description

 

Shares

 

Value

 

Common Stocks (95.8%)

 

Energy Equipment & Services (2.5%):

 

Covia Holdings Corp. (a) (b)

   

1,836,803

   

$

3,747,078

   

Metals & Mining (34.0%):

 

Antofagasta PLC

   

304,201

     

3,693,633

   

First Quantum Minerals Ltd.

   

1,385,429

     

14,052,757

   

Newmont Goldcorp Corp.

   

98,334

     

4,272,612

   

Rio Tinto PLC, ADR (b)

   

65,859

     

3,909,391

   

Turquoise Hill Resources Ltd. (a) (b)

   

34,670,952

     

25,524,751

   
     

51,453,144

   

Oil, Gas & Consumable Fuels (59.3%):

 

Antero Resources Corp. (a)

   

2,309,278

     

6,581,442

   

ARC Resources Ltd. (b)

   

819,970

     

5,165,862

   

Berry Petroleum Corp.

   

381,078

     

3,593,566

   

Centennial Resource Development, Inc., Class A (a) (b)

   

1,568,051

     

7,244,396

   

Cheniere Energy, Inc. (a)

   

56,852

     

3,471,952

   

Concho Resources, Inc.

   

52,177

     

4,569,140

   

EOG Resources, Inc.

   

36,358

     

3,045,346

   

Laredo Petroleum, Inc. (a)

   

797,690

     

2,289,370

   

Noble Energy, Inc.

   

125,551

     

3,118,687

   

Peyto Exploration & Development Corp.

   

1,657,515

     

4,851,014

   

Range Resources Corp.

   

4,628,554

     

22,448,487

   

SRC Energy, Inc. (a)

   

1,715,980

     

7,069,839

   

Tourmaline Oil Corp.

   

398,615

     

4,672,614

   

Whitecap Resources, Inc.

   

2,655,525

     

11,351,019

   
     

89,472,734

   

Total Common Stocks (Cost $345,397,272)

   

144,672,956

   

Collateral for Securities Loaned^ (6.7%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 1.75% (c)

   

485,209

     

485,209

   

Fidelity Investments Money Market Government Portfolio, Class I, 1.54% (c)

   

2,673,153

     

2,673,153

   

Fidelity Investments Prime Money Market Portfolio, Class I, 1.75% (c)

   

81,042

     

81,042

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 1.80% (c)
   

1,614,861

     

1,614,861

   

JPMorgan Prime Money Market Fund, Capital Class, 1.73% (c)

   

1,776,472

     

1,776,472

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 1.76% (c)
   

3,552,823

     

3,552,823

   

Total Collateral for Securities Loaned (Cost $10,183,560)

   

10,183,560

   

Total Investments (Cost $355,580,832) — 102.5%

   

154,856,516

   

Liabilities in excess of other assets — (2.5)%

   

(3,684,663

)

 

NET ASSETS — 100.00%

 

$

151,171,853

   

^  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, 2019.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


33



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large
Cap Alpha
Fund
 

ASSETS:

 
Investments, at value (Cost $341,320,601,
$319,412,835 and $436,842,821)
 

$

422,077,578

(a)

 

$

382,012,016

(b)

 

$

551,166,039

(c)

 

Cash and cash equivalents

   

14,961,672

     

17,016,632

     

20,328,384

   

Interest and dividends receivable

   

574,366

     

452,676

     

251,395

   

Receivable for capital shares issued

   

499,243

     

148,522

     

81,258

   

Receivable from Adviser

   

52,942

     

18,679

     

45,546

   

Prepaid expenses

   

18,165

     

3,664

     

17,925

   

Total Assets

   

438,183,966

     

399,652,189

     

571,890,547

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

8,410,995

     

8,713,132

     

6,657,852

   

Capital shares redeemed

   

1,684,334

     

662,032

     

346,364

   

Accrued expenses and other payables:

 

Investment advisory fees

   

363,118

     

280,627

     

237,575

   

Administration fees

   

20,487

     

18,642

     

26,920

   

Custodian fees

   

3,236

     

2,876

     

4,008

   

Transfer agent fees

   

81,545

     

79,266

     

79,999

   

Compliance fees

   

289

     

258

     

372

   

Trustees' fees

   

422

     

383

     

590

   
12b-1 fees    

21,565

     

24,913

     

65,782

   

Other accrued expenses

   

26,099

     

26,276

     

30,875

   

Total Liabilities

   

10,612,090

     

9,808,405

     

7,450,337

   

NET ASSETS:

 
Capital    

342,256,221

     

321,544,033

     

429,740,027

   

Total distributable earnings/(loss)

   

85,315,655

     

68,299,751

     

134,700,183

   

Net Assets

 

$

427,571,876

   

$

389,843,784

   

$

564,440,210

   

Net Assets

 

Class A Shares

 

$

193,629,562

   

$

207,200,439

   

$

520,159,481

   

Class C Shares

   

     

4,872,393

     

17,028,056

   

Class R Shares

   

1,509,939

     

1,021,587

     

7,232,024

   

Class Y Shares

   

232,432,375

     

176,749,365

     

20,020,649

   

Total

 

$

427,571,876

   

$

389,843,784

   

$

564,440,210

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

7,912,765

     

8,356,552

     

9,793,760

   

Class C Shares

   

     

222,972

     

380,982

   

Class R Shares

   

68,617

     

43,579

     

136,899

   

Class Y Shares

   

8,883,269

     

6,945,335

     

378,654

   

Total

   

16,864,651

     

15,568,438

     

10,690,295

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

24.47

   

$

24.79

   

$

53.11

   

Class C Shares (d)

 

$

   

$

21.85

   

$

44.70

   

Class R Shares

 

$

22.01

   

$

23.44

   

$

52.83

   

Class Y Shares

 

$

26.17

   

$

25.45

   

$

52.87

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

   

5.75

%

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

$

25.96

   

$

26.30

   

$

56.35

   

(a)  Includes $8,210,823 of securities on loan.

(b)  Includes $8,516,639 of securities on loan.

(c)  Includes $6,477,980 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


34



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2019
 
    Victory
RS Investors
Fund
  Victory
Global Natural
Resources
Fund
 

ASSETS:

 

Investments, at value (Cost $35,334,497 and $355,580,832)

 

$

42,533,418

(a)

 

$

154,856,516

(b)

 

Foreign currency, at value (Cost $— and $31,315)

   

     

30,272

   

Cash and cash equivalents

   

1,827,104

     

5,206,386

   

Interest and dividends receivable

   

23,825

     

153,259

   

Receivable for capital shares issued

   

10,774

     

278,144

   

Receivable for investments sold

   

     

1,313,275

   

Receivable from Adviser

   

28,760

     

   

Prepaid expenses

   

366

     

1,252

   

Total Assets

   

44,424,247

     

161,839,104

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

180,023

     

10,183,560

   

Capital shares redeemed

   

376,599

     

214,279

   

Accrued expenses and other payables:

 

Investment advisory fees

   

36,210

     

146,739

   

Administration fees

   

2,046

     

6,448

   

Custodian fees

   

467

     

2,138

   

Transfer agent fees

   

10,261

     

65,445

   

Compliance fees

   

26

     

80

   

Trustees' fees

   

39

     

130

   
12b-1 fees    

5,105

     

4,982

   

Other accrued expenses

   

20,158

     

43,450

   

Total Liabilities

   

630,934

     

10,667,251

   

NET ASSETS:

 
Capital    

36,649,187

     

2,104,581,480

   

Total distributable earnings/(loss)

   

7,144,126

     

(1,953,409,627

)

 

Net Assets

 

$

43,793,313

   

$

151,171,853

   

Net Assets

 

Class A Shares

 

$

16,905,792

   

$

32,630,159

   

Class C Shares

   

6,898,078

     

2,948,743

   

Class R Shares

   

843,626

     

621,114

   

Class Y Shares

   

19,145,817

     

114,971,837

   

Total

 

$

43,793,313

   

$

151,171,853

   
Shares (unlimited number of shares authorized with a
par value of $0.001 per share):
 

Class A Shares

   

1,290,981

     

3,359,578

   

Class C Shares

   

597,939

     

338,380

   

Class R Shares

   

72,010

     

67,773

   

Class Y Shares

   

1,421,879

     

11,370,856

   

Total

   

3,382,809

     

15,136,587

   
Net asset value, offering (except Class A Shares) and
redemption price per share:
 

Class A Shares

 

$

13.10

   

$

9.71

   

Class C Shares (c)

 

$

11.54

   

$

8.71

   

Class R Shares

 

$

11.72

   

$

9.16

   

Class Y Shares

 

$

13.47

   

$

10.11

   

Maximum Sales Charge — Class A Shares

   

5.75

%

   

5.75

%

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

$

13.90

   

$

10.30

   

(a)  Includes $174,600 of securities on loan.

(b)  Includes $9,744,481 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


35



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large
Cap Alpha
Fund
 

Investment Income:

 

Dividends

 

$

8,061,550

   

$

5,818,219

   

$

9,975,694

   

Interest

   

307,031

     

288,260

     

373,377

   

Securities lending (net of fees)

   

41,890

     

30,765

     

10,826

   

Foreign tax withholding

   

(13,014

)

   

     

   

Total Income

   

8,397,457

     

6,137,244

     

10,359,897

   

Expenses:

 

Investment advisory fees

   

4,317,967

     

3,308,138

     

2,698,005

   

Administration fees

   

264,271

     

237,987

     

329,707

   

12b-1 fees — Class A Shares

   

478,214

     

505,106

     

1,234,921

   

12b-1 fees — Class C Shares

   

     

69,178

     

178,214

   

12b-1 fees — Class R Shares

   

7,159

     

5,245

     

34,548

   

Custodian fees

   

16,130

     

12,619

     

25,637

   

Transfer agent fees

   

52,224

     

38,518

     

38,388

   

Transfer agent fees — Class A Shares

   

264,278

     

257,979

     

447,879

   

Transfer agent fees — Class C Shares

   

     

7,759

     

12,836

   

Transfer agent fees — Class R Shares

   

2,737

     

3,992

     

12,931

   

Transfer agent fees — Class Y Shares

   

180,877

     

160,403

     

18,918

   

Trustees' fees

   

38,666

     

34,233

     

45,838

   

Compliance fees

   

3,488

     

3,117

     

4,285

   

Legal and audit fees

   

39,952

     

37,286

     

48,619

   

State registration and filing fees

   

57,805

     

78,193

     

68,897

   

Other expenses

   

97,776

     

82,545

     

56,595

   

Total Expenses

   

5,821,544

     

4,842,298

     

5,256,218

   

Expenses waived/reimbursed by Adviser

   

(344,191

)

   

(154,554

)

   

(327,684

)

 

Net Expenses

   

5,477,353

     

4,687,744

     

4,928,534

   

Net Investment Income (Loss)

   

2,920,104

     

1,449,500

     

5,431,363

   
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities and foreign currency translations
   

40,883,294

     

34,077,370

     

27,752,926

   
Net change in unrealized appreciation/depreciation
on investment securities
   

74,331,906

     

69,785,270

     

109,044,824

   

Net realized/unrealized gains (losses) on investments

   

115,215,200

     

103,862,640

     

136,797,750

   

Change in net assets resulting from operations

 

$

118,135,304

   

$

105,312,140

   

$

142,229,113

   

See notes to financial statements.


36



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2019
 
    Victory
RS Investors
Fund
  Victory
Global Natural
Resources
Fund
 

Investment Income:

 

Dividends

 

$

524,760

   

$

4,612,163

   

Interest

   

26,227

     

312,654

   

Securities lending (net of fees)

   

1,656

     

44,071

   

Foreign tax withholding

   

     

(335,813

)

 

Total Income

   

552,643

     

4,633,075

   

Expenses:

 

Investment advisory fees

   

412,370

     

3,242,960

   

Administration fees

   

25,213

     

201,270

   

12b-1 fees — Class A Shares

   

42,829

     

119,902

   

12b-1 fees — Class C Shares

   

74,735

     

46,085

   

12b-1 fees — Class R Shares

   

4,401

     

3,617

   

Custodian fees

   

3,263

     

17,341

   

Transfer agent fees

   

6,413

     

122,845

   

Transfer agent fees — Class A Shares

   

20,200

     

111,506

   

Transfer agent fees — Class C Shares

   

8,811

     

11,097

   

Transfer agent fees — Class R Shares

   

1,954

     

2,061

   

Transfer agent fees — Class Y Shares

   

21,051

     

249,574

   

Trustees' fees

   

4,767

     

39,708

   

Compliance fees

   

329

     

2,968

   

Legal and audit fees

   

10,419

     

25,976

   

State registration and filing fees

   

70,352

     

93,990

   

Other expenses

   

20,457

     

72,915

   

Total Expenses

   

727,564

     

4,363,815

   

Expenses waived/reimbursed by Adviser

   

(162,310

)

   

(429,505

)

 

Net Expenses

   

565,254

     

3,934,310

   

Net Investment Income (Loss)

   

(12,611

)

   

698,765

   

Realized/Unrealized Gains (Losses) from Investments:

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

1,944,737

     

(302,104,028

)

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

8,148,148

     

187,635,480

   

Net realized/unrealized gains (losses) on investments

   

10,092,885

     

(114,468,548

)

 

Change in net assets resulting from operations

 

$

10,080,274

   

$

(113,769,783

)

 

See notes to financial statements.


37



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large Cap Alpha
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

2,920,104

   

$

1,833,237

   

$

1,449,500

   

$

1,554,498

   

$

5,431,363

   

$

4,308,297

   
Net realized gains
(losses) from
investments
   

40,883,294

     

86,121,266

     

34,077,370

     

47,724,006

     

27,752,926

     

81,827,397

   
Net change in
unrealized
appreciation/
depreciation
on investments
   

74,331,906

     

(147,254,191

)

   

69,785,270

     

(93,914,909

)

   

109,044,824

     

(135,809,861

)

 
Change in net assets
resulting from
operations
   

118,135,304

     

(59,299,688

)

   

105,312,140

     

(44,636,405

)

   

142,229,113

     

(49,674,167

)

 
Distributions to
Shareholders:
 

Class A Shares

   

(18,545,144

)

   

(35,773,137

)

   

(14,419,529

)

   

(24,922,768

)

   

(19,425,553

)

   

(80,490,381

)

 

Class C Shares

   

     

     

(350,766

)

   

(1,375,886

)

   

(621,209

)

   

(3,700,952

)

 

Class R Shares

   

(152,466

)

   

(270,891

)

   

(70,532

)

   

(162,838

)

   

(249,827

)

   

(1,216,665

)

 

Class Y Shares

   

(23,073,509

)

   

(49,823,881

)

   

(12,497,492

)

   

(24,215,948

)

   

(786,292

)

   

(4,333,722

)

 
Change in net assets
resulting from
distributions to
shareholders
   

(41,771,119

)

   

(85,867,909

)

   

(27,338,319

)

   

(50,677,440

)

   

(21,082,881

)

   

(89,741,720

)

 
Change in net assets
resulting from
capital transactions
   

(76,430,849

)

   

(37,433,612

)

   

(44,649,999

)

   

(54,228,953

)

   

(42,142,778

)

   

10,452,685

   

Change in net assets

   

(66,664

)

   

(182,601,209

)

   

33,323,822

     

(149,542,798

)

   

79,003,454

     

(128,963,202

)

 

Net Assets:

 

Beginning of period

   

427,638,540

     

610,239,749

     

356,519,962

     

506,062,760

     

485,436,756

     

614,399,958

   

End of period

 

$

427,571,876

   

$

427,638,540

   

$

389,843,784

   

$

356,519,962

   

$

564,440,210

   

$

485,436,756

   

(continues on next page)

See notes to financial statements.


38



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large Cap Alpha
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 
Proceeds from
shares issued
 

$

16,579,793

   

$

10,542,694

   

$

13,105,632

   

$

14,150,821

   

$

17,052,317

   

$

20,740,364

   

Distributions reinvested

   

18,238,219

     

35,117,192

     

14,014,003

     

24,219,793

     

18,921,963

     

77,994,848

   

Cost of shares redeemed

   

(48,748,054

)

   

(68,463,235

)

   

(38,839,092

)

   

(51,805,118

)

   

(65,297,079

)

   

(75,131,993

)

 

Total Class A Shares

 

$

(13,930,042

)

 

$

(22,803,349

)

 

$

(11,719,457

)

 

$

(13,434,504

)

 

$

(29,322,799

)

 

$

23,603,219

   

Class C Shares

 
Proceeds from
shares issued
 

$

   

$

   

$

576,327

   

$

1,342,072

   

$

612,718

   

$

2,049,875

   

Distributions reinvested

   

     

     

332,779

     

1,333,779

     

578,811

     

3,453,415

   

Cost of shares redeemed

   

     

     

(7,244,004

)

   

(7,541,603

)

   

(6,481,288

)

   

(11,400,448

)

 

Total Class C Shares

 

$

   

$

   

$

(6,334,898

)

 

$

(4,865,752

)

 

$

(5,289,759

)

 

$

(5,897,158

)

 

Class R Shares

 
Proceeds from
shares issued
 

$

150,948

   

$

250,543

   

$

97,915

   

$

214,961

   

$

546,882

   

$

1,047,801

   

Distributions reinvested

   

152,466

     

270,891

     

70,532

     

162,838

     

247,948

     

1,210,626

   

Cost of shares redeemed

   

(207,402

)

   

(1,018,596

)

   

(380,522

)

   

(669,866

)

   

(1,453,937

)

   

(4,210,175

)

 

Total Class R Shares

 

$

96,012

   

$

(497,162

)

 

$

(212,075

)

 

$

(292,067

)

 

$

(659,107

)

 

$

(1,951,748

)

 

Class Y Shares

 
Proceeds from
shares issued
 

$

42,480,816

   

$

33,627,569

   

$

17,702,861

   

$

17,137,847

   

$

4,219,718

   

$

6,642,092

   

Distributions reinvested

   

22,957,985

     

49,499,526

     

12,251,365

     

23,672,512

     

759,111

     

4,119,726

   

Cost of shares redeemed

   

(128,035,620

)

   

(97,260,196

)

   

(56,337,795

)

   

(76,446,989

)

   

(11,849,942

)

   

(16,063,446

)

 

Total Class Y Shares

 

$

(62,596,819

)

 

$

(14,133,101

)

 

$

(26,383,569

)

 

$

(35,636,630

)

 

$

(6,871,113

)

 

$

(5,301,628

)

 
Change in net assets resulting
from capital transactions
 

$

(76,430,849

)

 

$

(37,433,612

)

 

$

(44,649,999

)

 

$

(54,228,953

)

 

$

(42,142,778

)

 

$

10,452,685

   

(continues on next page)

See notes to financial statements.


39



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large Cap Alpha
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

691,105

     

370,388

     

542,728

     

539,942

     

343,113

     

364,209

   

Reinvested

   

758,032

     

1,683,464

     

567,685

     

1,176,725

     

357,509

     

1,825,583

   

Redeemed

   

(2,042,889

)

   

(2,415,797

)

   

(1,607,052

)

   

(2,021,000

)

   

(1,309,527

)

   

(1,340,333

)

 

Total Class A Shares

   

(593,752

)

   

(361,945

)

   

(496,639

)

   

(304,333

)

   

(608,905

)

   

849,459

   

Class C Shares

 

Issued

   

     

     

27,312

     

60,727

     

14,939

     

43,140

   

Reinvested

   

     

     

15,378

     

73,124

     

13,077

     

96,062

   

Redeemed

   

     

     

(341,331

)

   

(324,233

)

   

(156,432

)

   

(231,269

)

 

Total Class C Shares

   

     

     

(298,641

)

   

(190,382

)

   

(128,416

)

   

(92,067

)

 

Class R Shares

 

Issued

   

6,910

     

9,314

     

4,276

     

8,571

     

11,149

     

18,584

   

Reinvested

   

7,039

     

14,325

     

3,033

     

8,359

     

4,724

     

28,596

   

Redeemed

   

(9,594

)

   

(39,384

)

   

(16,629

)

   

(28,882

)

   

(30,091

)

   

(77,609

)

 

Total Class R Shares

   

4,355

     

(15,745

)

   

(9,320

)

   

(11,952

)

   

(14,218

)

   

(30,429

)

 

Class Y Shares

 

Issued

   

1,651,373

     

1,142,322

     

717,334

     

656,480

     

84,116

     

115,708

   

Reinvested

   

895,516

     

2,227,155

     

482,657

     

1,119,999

     

14,386

     

96,691

   

Redeemed

   

(5,089,360

)

   

(3,323,588

)

   

(2,273,518

)

   

(3,005,028

)

   

(239,430

)

   

(289,399

)

 

Total Class Y Shares

   

(2,542,471

)

   

45,889

     

(1,073,527

)

   

(1,228,549

)

   

(140,928

)

   

(77,000

)

 

Change in Shares

   

(3,131,868

)

   

(331,801

)

   

(1,878,127

)

   

(1,735,216

)

   

(892,467

)

   

649,963

   

See notes to financial statements.


40



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory RS Investors
Fund
  Victory Global Natural Resources
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

(12,611

)

 

$

(54,803

)

 

$

698,765

   

$

(4,077,976

)

 
Net realized gains (losses) from
investments
   

1,944,737

     

5,799,863

     

(302,104,028

)

   

(193,930,232

)

 
Net change in unrealized
appreciation/depreciation
on investments
   

8,148,148

     

(9,808,027

)

   

187,635,480

     

(289,417,818

)

 
Change in net assets resulting
from operations
   

10,080,274

     

(4,062,967

)

   

(113,769,783

)

   

(487,426,026

)

 

Distributions to Shareholders:

 

Class A Shares

   

(721,644

)

   

(2,453,812

)

   

     

   

Class C Shares

   

(330,965

)

   

(1,248,830

)

   

     

   

Class R Shares

   

(38,858

)

   

(139,602

)

   

     

   

Class Y Shares

   

(779,678

)

   

(2,365,022

)

   

(294,977

)

   

   
Change in net assets resulting
from distributions to shareholders
   

(1,871,145

)

   

(6,207,266

)

   

(294,977

)

   

   
Change in net assets resulting
from capital transactions
   

(2,879,723

)

   

(11,344,224

)

   

(200,204,338

)

   

(458,989,878

)

 

Change in net assets

   

5,329,406

     

(21,614,457

)

   

(314,269,098

)

   

(946,415,904

)

 

Net Assets:

 

Beginning of period

   

38,463,907

     

60,078,364

     

465,440,951

     

1,411,856,855

   

End of period

 

$

43,793,313

   

$

38,463,907

   

$

151,171,853

   

$

465,440,951

   

(continues on next page)

See notes to financial statements.


41



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory RS Investors
Fund
  Victory Global Natural Resources
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

1,270,985

   

$

1,692,860

   

$

9,391,402

   

$

41,141,199

   

Distributions reinvested

   

698,892

     

2,382,350

     

     

   

Cost of shares redeemed

   

(4,140,546

)

   

(4,704,359

)

   

(26,068,909

)

   

(168,408,240

)

 

Total Class A Shares

 

$

(2,170,669

)

 

$

(629,149

)

 

$

(16,677,507

)

 

$

(127,267,041

)

 

Class C Shares

 

Proceeds from shares issued

 

$

400,138

   

$

474,091

   

$

177,189

   

$

577,051

   

Distributions reinvested

   

279,002

     

1,055,957

     

     

   

Cost of shares redeemed

   

(2,558,469

)

   

(3,353,594

)

   

(2,812,027

)

   

(7,085,345

)

 

Total Class C Shares

 

$

(1,879,329

)

 

$

(1,823,546

)

 

$

(2,634,838

)

 

$

(6,508,294

)

 

Class R Shares

 

Proceeds from shares issued

 

$

47,252

   

$

110,635

   

$

264,804

   

$

562,850

   

Distributions reinvested

   

38,858

     

139,602

     

     

   

Cost of shares redeemed

   

(243,184

)

   

(577,298

)

   

(350,859

)

   

(1,061,738

)

 

Total Class R Shares

 

$

(157,074

)

 

$

(327,061

)

 

$

(86,055

)

 

$

(498,888

)

 

Class Y Shares

 

Proceeds from shares issued

 

$

7,332,552

   

$

2,756,651

   

$

106,594,493

   

$

264,889,815

   

Distributions reinvested

   

760,887

     

2,290,072

     

250,255

     

   

Cost of shares redeemed

   

(6,766,090

)

   

(13,611,191

)

   

(287,650,686

)

   

(526,709,948

)

 

Cost of shares redeemed in-kind

   

     

     

     

(62,895,522

)

 

Total Class Y Shares

 

$

1,327,349

   

$

(8,564,468

)

 

$

(180,805,938

)

 

$

(324,715,655

)

 
Change in net assets resulting from
capital transactions
 

$

(2,879,723

)

 

$

(11,344,224

)

 

$

(200,204,338

)

 

$

(458,989,878

)

 

(continues on next page)

See notes to financial statements.


42



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory RS Investors
Fund
  Victory Global Natural Resources
Fund
 
    Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2018
 

Share Transactions:

 

Class A Shares

 

Issued

   

99,510

     

121,865

     

851,433

     

1,809,584

   

Reinvested

   

53,885

     

219,774

     

     

   

Redeemed

   

(331,114

)

   

(346,502

)

   

(2,468,125

)

   

(7,892,823

)

 

Total Class A Shares

   

(177,719

)

   

(4,863

)

   

(1,616,692

)

   

(6,083,239

)

 

Class C Shares

 

Issued

   

35,207

     

42,948

     

16,952

     

30,147

   

Reinvested

   

24,409

     

109,086

     

     

   

Redeemed

   

(225,759

)

   

(266,960

)

   

(275,087

)

   

(377,893

)

 

Total Class C Shares

   

(166,143

)

   

(114,926

)

   

(258,135

)

   

(347,746

)

 

Class R Shares

 

Issued

   

4,134

     

8,825

     

28,305

     

28,741

   

Reinvested

   

3,347

     

14,231

     

     

   

Redeemed

   

(21,490

)

   

(44,650

)

   

(36,060

)

   

(61,437

)

 

Total Class R Shares

   

(14,009

)

   

(21,594

)

   

(7,755

)

   

(32,696

)

 

Class Y Shares

 

Issued

   

550,472

     

202,137

     

8,945,033

     

11,961,924

   

Reinvested

   

57,038

     

206,346

     

25,407

     

   

Redeemed

   

(526,955

)

   

(991,078

)

   

(27,015,945

)

   

(25,719,904

)

 

Redeemed in-kind

   

     

     

     

(2,611,940

)

 

Total Class Y Shares

   

80,555

     

(582,595

)

   

(18,045,505

)

   

(16,369,920

)

 

Change in Shares

   

(277,316

)

   

(723,978

)

   

(19,928,087

)

   

(22,833,601

)

 

See notes to financial statements.


43



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Partners Fund

 

Class A

 

Year Ended 12/31/19

 

$

20.66

     

0.12

     

6.12

     

6.24

     

(0.21

)

   

(2.22

)

 

Year Ended 12/31/18

 

$

29.21

     

0.04

     

(3.52

)

   

(3.48

)

   

(0.08

)

   

(4.99

)

 

Year Ended 12/31/17

 

$

31.58

     

(0.25

)

   

4.78

     

4.53

     

     

(6.90

)

 

Year Ended 12/31/16

 

$

26.89

     

(0.12

)

   

6.59

     

6.47

     

     

(1.78

)

 

Year Ended 12/31/15

 

$

31.08

     

(0.11

)

   

(3.22

)

   

(3.33

)

   

     

(0.86

)

 

Class R

 

Year Ended 12/31/19

 

$

18.79

     

0.03

     

5.55

     

5.58

     

(0.14

)

   

(2.22

)

 

Year Ended 12/31/18

 

$

27.09

     

(0.04

)

   

(3.27

)

   

(3.31

)

   

     

(4.99

)

 

Year Ended 12/31/17

 

$

29.84

     

(0.44

)

   

4.59

     

4.15

     

     

(6.90

)

 

Year Ended 12/31/16

 

$

25.57

     

(0.21

)

   

6.26

     

6.05

     

     

(1.78

)

 

Year Ended 12/31/15

 

$

29.72

     

(0.21

)

   

(3.08

)

   

(3.29

)

   

     

(0.86

)

 

Class Y

 

Year Ended 12/31/19

 

$

21.94

     

0.21

     

6.52

     

6.73

     

(0.28

)

   

(2.22

)

 

Year Ended 12/31/18

 

$

30.67

     

0.14

     

(3.71

)

   

(3.57

)

   

(0.17

)

   

(4.99

)

 

Year Ended 12/31/17

 

$

32.75

     

(0.04

)

   

4.86

     

4.82

     

     

(6.90

)

 

Year Ended 12/31/16

 

$

27.75

     

(0.03

)

   

6.81

     

6.78

     

     

(1.78

)

 

Year Ended 12/31/15

 

$

31.95

     

(0.02

)

   

(3.32

)

   

(3.34

)

   

     

(0.86

)

 

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

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

See notes to financial statements.


44



For a Share Outstanding Throughout Each Period

Victory Portfolios

  Financial Highlights — continued  

 

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Partners Fund

 

Class A

 

Year Ended 12/31/19

   

(2.43

)

 

$

24.47

     

30.69

%

   

1.45

%

   

0.49

%

   

1.52

%

 

$

193,630

     

57

%

 

Year Ended 12/31/18

   

(5.07

)

 

$

20.66

     

(12.04

)%

   

1.45

%

   

0.14

%

   

1.52

%

 

$

175,723

     

62

%

 

Year Ended 12/31/17

   

(6.90

)

 

$

29.21

     

14.21

%

   

1.45

%

   

(0.75

)%

   

1.50

%

 

$

259,050

     

38

%

 

Year Ended 12/31/16

   

(1.78

)

 

$

31.58

     

24.04

%

   

1.45

%

   

(0.44

)%

   

1.53

%

 

$

378,695

     

60

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

26.89

     

(10.74

)%

   

1.42

%

   

(0.35

)%

   

1.42

%

 

$

475,722

     

42

%

 

Class R

 

Year Ended 12/31/19

   

(2.36

)

 

$

22.01

     

30.26

%

   

1.81

%

   

0.12

%

   

2.63

%

 

$

1,510

     

57

%

 

Year Ended 12/31/18

   

(4.99

)

 

$

18.79

     

(12.39

)%

   

1.81

%

   

(0.16

)%

   

2.37

%

 

$

1,207

     

62

%

 

Year Ended 12/31/17

   

(6.90

)

 

$

27.09

     

13.81

%

   

1.81

%

   

(1.40

)%

   

2.28

%

 

$

2,168

     

38

%

 

Year Ended 12/31/16

   

(1.78

)

 

$

29.84

     

23.64

%

   

1.81

%

   

(0.78

)%

   

1.81

%

 

$

2,452

     

60

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

25.57

     

(11.09

)%

   

1.81

%

   

(0.74

)%

   

1.81

%

 

$

2,365

     

42

%

 

Class Y

 

Year Ended 12/31/19

   

(2.50

)

 

$

26.17

     

31.18

%

   

1.12

%

   

0.82

%

   

1.21

%

 

$

232,432

     

57

%

 

Year Ended 12/31/18

   

(5.16

)

 

$

21.94

     

(11.77

)%

   

1.12

%

   

0.48

%

   

1.19

%

 

$

250,709

     

62

%

 

Year Ended 12/31/17

   

(6.90

)

 

$

30.67

     

14.59

%

   

1.12

%

   

(0.11

)%

   

1.21

%

 

$

349,022

     

38

%

 

Year Ended 12/31/16

   

(1.78

)

 

$

32.75

     

24.41

%

   

1.12

%

   

(0.11

)%

   

1.22

%

 

$

378,271

     

60

%

 

Year Ended 12/31/15

   

(0.86

)

 

$

27.75

     

(10.47

)%

   

1.12

%

   

(0.05

)%

   

1.18

%

 

$

542,595

     

42

%

 

See notes to financial statements.


45



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Value Fund

 

Class A

 
Year Ended
12/31/19
 

$

20.28

     

0.07

     

6.28

     

6.35

     

(0.14

)

   

(1.70

)

   

(1.84

)

 
Year Ended
12/31/18
 

$

26.21

     

0.06

     

(2.85

)

   

(2.79

)

   

(0.14

)

   

(3.00

)

   

(3.14

)

 
Year Ended
12/31/17
 

$

27.94

     

0.03

     

4.80

     

4.83

     

(0.04

)

   

(6.52

)

   

(6.56

)

 
Year Ended
12/31/16
 

$

28.33

     

(c)

   

3.09

     

3.09

     

(0.13

)

   

(3.35

)

   

(3.48

)

 
Year Ended
12/31/15
 

$

33.04

     

(0.08

)

   

(1.98

)

   

(2.06

)

   

(c)

   

(2.65

)

   

(2.65

)

 

Class C

 
Year Ended
12/31/19
 

$

18.08

     

(0.11

)

   

5.58

     

5.47

     

     

(1.70

)

   

(1.70

)

 
Year Ended
12/31/18
 

$

23.76

     

(0.13

)

   

(2.55

)

   

(2.68

)

   

     

(3.00

)

   

(3.00

)

 
Year Ended
12/31/17
 

$

26.01

     

(0.08

)

   

4.35

     

4.27

     

     

(6.52

)

   

(6.52

)

 
Year Ended
12/31/16
 

$

26.69

     

(0.21

)

   

2.88

     

2.67

     

     

(3.35

)

   

(3.35

)

 
Year Ended
12/31/15
 

$

31.54

     

(0.32

)

   

(1.88

)

   

(2.20

)

   

     

(2.65

)

   

(2.65

)

 

Class R

 
Year Ended
12/31/19
 

$

19.26

     

(0.03

)

   

5.95

     

5.92

     

(0.04

)

   

(1.70

)

   

(1.74

)

 
Year Ended
12/31/18
 

$

25.06

     

(0.03

)

   

(2.72

)

   

(2.75

)

   

(0.05

)

   

(3.00

)

   

(3.05

)

 
Year Ended
12/31/17
 

$

27.03

     

(0.03

)

   

4.58

     

4.55

     

     

(6.52

)

   

(6.52

)

 
Year Ended
12/31/16
 

$

27.51

     

(0.09

)

   

2.96

     

2.87

     

     

(3.35

)

   

(3.35

)

 
Year Ended
12/31/15
 

$

32.29

     

(0.21

)

   

(1.92

)

   

(2.13

)

   

     

(2.65

)

   

(2.65

)

 

Class Y

 
Year Ended
12/31/19
 

$

20.77

     

0.13

     

6.44

     

6.57

     

(0.19

)

   

(1.70

)

   

(1.89

)

 
Year Ended
12/31/18
 

$

26.77

     

0.13

     

(2.92

)

   

(2.79

)

   

(0.21

)

   

(3.00

)

   

(3.21

)

 
Year Ended
12/31/17
 

$

28.40

     

0.06

     

4.94

     

5.00

     

(0.11

)

   

(6.52

)

   

(6.63

)

 
Year Ended
12/31/16
 

$

28.57

     

0.08

     

3.10

     

3.18

     

     

(3.35

)

   

(3.35

)

 
Year Ended
12/31/15
 

$

33.23

     

(0.02

)

   

(1.99

)

   

(2.01

)

   

     

(2.65

)

   

(2.65

)

 

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

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

See notes to financial statements.


46



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Value Fund

 

Class A

 
Year Ended
12/31/19
   

   

$

24.79

     

31.35

%

   

1.30

%

   

0.28

%

   

1.35

%

 

$

207,200

     

54

%

 
Year Ended
12/31/18
   

   

$

20.28

     

(10.75

)%

   

1.30

%

   

0.24

%

   

1.34

%

 

$

179,535

     

65

%

 
Year Ended
12/31/17
   

   

$

26.21

     

17.41

%

   

1.30

%

   

0.09

%

   

1.33

%

 

$

239,994

     

64

%

 
Year Ended
12/31/16
   

(c)

 

$

27.94

     

10.92

%(d)

   

1.30

%

   

(0.01

)%

   

1.35

%

 

$

268,979

     

67

%

 
Year Ended
12/31/15
   

   

$

28.33

     

(6.18

)%

   

1.26

%

   

(0.24

)%

   

1.26

%

 

$

352,205

     

55

%

 

Class C

 
Year Ended
12/31/19
   

   

$

21.85

     

30.32

%

   

2.07

%

   

(0.50

)%

   

2.29

%

 

$

4,872

     

54

%

 
Year Ended
12/31/18
   

   

$

18.08

     

(11.41

)%

   

2.07

%

   

(0.54

)%

   

2.14

%

 

$

9,428

     

65

%

 
Year Ended
12/31/17
   

   

$

23.76

     

16.53

%

   

2.07

%

   

(0.30

)%

   

2.08

%

 

$

16,916

     

64

%

 
Year Ended
12/31/16
   

(c)

 

$

26.01

     

10.01

%(d)

   

2.07

%

   

(0.78

)%

   

2.13

%

 

$

19,943

     

67

%

 
Year Ended
12/31/15
   

   

$

26.69

     

(6.92

)%

   

2.04

%

   

(1.03

)%

   

2.04

%

 

$

24,714

     

55

%

 

Class R

 
Year Ended
12/31/19
   

   

$

23.44

     

30.89

%

   

1.69

%

   

(0.13

)%

   

3.47

%

 

$

1,022

     

54

%

 
Year Ended
12/31/18
   

   

$

19.26

     

(11.12

)%

   

1.69

%

   

(0.11

)%

   

2.82

%

 

$

1,019

     

65

%

 
Year Ended
12/31/17
   

   

$

25.06

     

16.95

%

   

1.69

%

   

(0.11

)%

   

2.29

%

 

$

1,625

     

64

%

 
Year Ended
12/31/16
   

(c)

 

$

27.03

     

10.45

%(d)

   

1.69

%

   

(0.34

)%

   

1.80

%

 

$

1,670

     

67

%

 
Year Ended
12/31/15
   

   

$

27.51

     

(6.54

)%

   

1.65

%

   

(0.64

)%

   

1.65

%

 

$

3,456

     

55

%

 

Class Y

 
Year Ended
12/31/19
   

   

$

25.45

     

31.69

%

   

1.06

%

   

0.51

%

   

1.07

%

 

$

176,749

     

54

%

 
Year Ended
12/31/18
   

   

$

20.77

     

(10.54

)%

   

1.06

%

   

0.49

%

   

1.06

%

 

$

166,538

     

65

%

 
Year Ended
12/31/17
   

   

$

26.77

     

17.71

%

   

1.06

%

   

0.20

%

   

1.06

%

 

$

247,528

     

64

%

 
Year Ended
12/31/16
   

(c)

 

$

28.40

     

11.14

%(d)

   

1.06

%

   

0.26

%

   

1.19

%

 

$

260,818

     

67

%

 
Year Ended
12/31/15
   

   

$

28.57

     

(5.99

)%

   

1.06

%

   

(0.05

)%

   

1.11

%

 

$

724,715

     

55

%

 

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

(d)  The Fund received monies related to nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.


47



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Large Cap Alpha Fund

 

Class A

 
Year Ended
12/31/19
 

$

42.20

     

0.51

     

12.44

     

12.95

     

(0.37

)

   

(1.67

)

   

(2.04

)

 
Year Ended
12/31/18
 

$

56.61

     

0.44

     

(5.67

)

   

(5.23

)

   

(0.38

)

   

(8.80

)

   

(9.18

)

 
Year Ended
12/31/17
 

$

51.86

     

0.38

     

9.10

     

9.48

     

(c)

   

(4.73

)

   

(4.73

)

 
Year Ended
12/31/16
 

$

50.98

     

0.40

     

4.01

     

4.41

     

(0.42

)

   

(3.12

)

   

(3.54

)

 
Year Ended
12/31/15
 

$

59.25

     

0.50

     

(1.74

)

   

(1.24

)

   

(0.57

)

   

(6.46

)

   

(7.03

)

 

Class C

 
Year Ended
12/31/19
 

$

35.78

     

0.10

     

10.50

     

10.60

     

(0.01

)

   

(1.67

)

   

(1.68

)

 
Year Ended
12/31/18
 

$

49.50

     

(0.03

)

   

(4.89

)

   

(4.92

)

   

(c)

   

(8.80

)

   

(8.80

)

 
Year Ended
12/31/17
 

$

46.22

     

(0.04

)

   

8.05

     

8.01

     

     

(4.73

)

   

(4.73

)

 
Year Ended
12/31/16
 

$

45.80

     

(c)

   

3.57

     

3.57

     

(0.04

)

   

(3.12

)

   

(3.16

)

 
Year Ended
12/31/15
 

$

53.96

     

0.03

     

(1.58

)

   

(1.55

)

   

(0.15

)

   

(6.46

)

   

(6.61

)

 

Class R

 
Year Ended
12/31/19
 

$

42.01

     

0.32

     

12.36

     

12.68

     

(0.19

)

   

(1.67

)

   

(1.86

)

 
Year Ended
12/31/18
 

$

56.35

     

0.22

     

(5.61

)

   

(5.39

)

   

(0.15

)

   

(8.80

)

   

(8.95

)

 
Year Ended
12/31/17
 

$

51.83

     

0.18

     

9.07

     

9.25

     

     

(4.73

)

   

(4.73

)

 
Year Ended
12/31/16
 

$

50.93

     

0.23

     

3.99

     

4.22

     

(0.21

)

   

(3.12

)

   

(3.33

)

 
Year Ended
12/31/15
 

$

59.15

     

0.29

     

(1.74

)

   

(1.45

)

   

(0.31

)

   

(6.46

)

   

(6.77

)

 

Class Y

 
Year Ended
12/31/19
 

$

42.01

     

0.61

     

12.38

     

12.99

     

(0.46

)

   

(1.67

)

   

(2.13

)

 
Year Ended
12/31/18
 

$

56.38

     

0.55

     

(5.64

)

   

(5.09

)

   

(0.48

)

   

(8.80

)

   

(9.28

)

 
Year Ended
12/31/17
 

$

51.66

     

0.49

     

9.07

     

9.56

     

(0.11

)

   

(4.73

)

   

(4.84

)

 
Year Ended
12/31/16
 

$

50.82

     

0.51

     

4.00

     

4.51

     

(0.56

)

   

(3.12

)

   

(3.68

)

 
Year Ended
12/31/15
 

$

59.08

     

0.62

     

(1.74

)

   

(1.12

)

   

(0.68

)

   

(6.46

)

   

(7.14

)

 

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

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

See notes to financial statements.


48



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Large Cap Alpha Fund

 

Class A

 
Year Ended
12/31/19
   

   

$

53.11

     

30.73

%

   

0.89

%

   

1.03

%

   

0.95

%

 

$

520,159

     

51

%

 
Year Ended
12/31/18
   

   

$

42.20

     

(9.31

)%

   

0.89

%

   

0.77

%

   

0.93

%

 

$

439,035

     

59

%

 
Year Ended
12/31/17
   

   

$

56.61

     

18.32

%

   

0.89

%

   

0.68

%

   

0.94

%

 

$

540,762

     

55

%

 
Year Ended
12/31/16
   

0.01

   

$

51.86

     

8.67

%(d)

   

0.89

%

   

0.79

%

   

0.92

%

 

$

522,593

     

79

%

 
Year Ended
12/31/15
   

   

$

50.98

     

(2.03

)%

   

0.89

%

   

0.86

%

   

0.89

%

 

$

556,204

     

39

%

 

Class C

 
Year Ended
12/31/19
   

   

$

44.70

     

29.70

%

   

1.69

%

   

0.24

%

   

1.74

%

 

$

17,028

     

51

%

 
Year Ended
12/31/18
   

   

$

35.78

     

(10.03

)%

   

1.69

%

   

(0.06

)%

   

1.75

%

 

$

18,227

     

59

%

 
Year Ended
12/31/17
   

   

$

49.50

     

17.36

%

   

1.69

%

   

(0.08

)%

   

1.71

%

 

$

29,771

     

55

%

 
Year Ended
12/31/16
   

0.01

   

$

46.22

     

7.80

%(d)

   

1.69

%

   

(0.01

)%

   

1.71

%

 

$

28,801

     

79

%

 
Year Ended
12/31/15
   

   

$

45.80

     

(2.80

)%

   

1.69

%

   

0.06

%

   

1.69

%

 

$

33,608

     

39

%

 

Class R

 
Year Ended
12/31/19
   

   

$

52.83

     

30.23

%

   

1.26

%

   

0.66

%

   

1.48

%

 

$

7,232

     

51

%

 
Year Ended
12/31/18
   

   

$

42.01

     

(9.63

)%

   

1.26

%

   

0.38

%

   

1.40

%

 

$

6,348

     

59

%

 
Year Ended
12/31/17
   

   

$

56.35

     

17.87

%

   

1.26

%

   

0.33

%

   

1.42

%

 

$

10,229

     

55

%

 
Year Ended
12/31/16
   

0.01

   

$

51.83

     

8.30

%(d)

   

1.23

%

   

0.45

%

   

1.23

%

 

$

10,631

     

79

%

 
Year Ended
12/31/15
   

   

$

50.93

     

(2.38

)%

   

1.26

%

   

0.49

%

   

1.26

%

 

$

12,402

     

39

%

 

Class Y

 
Year Ended
12/31/19
   

   

$

52.87

     

30.99

%

   

0.68

%

   

1.24

%

   

0.78

%

 

$

20,021

     

51

%

 
Year Ended
12/31/18
   

   

$

42.01

     

(9.11

)%

   

0.68

%

   

0.96

%

   

0.75

%

 

$

21,827

     

59

%

 
Year Ended
12/31/17
   

   

$

56.38

     

18.56

%

   

0.68

%

   

0.88

%

   

0.72

%

 

$

33,638

     

55

%

 
Year Ended
12/31/16
   

0.01

   

$

51.66

     

8.89

%(d)

   

0.68

%

   

1.00

%

   

0.69

%

 

$

31,840

     

79

%

 
Year Ended
12/31/15
   

   

$

50.82

     

(1.82

)%

   

0.68

%

   

1.05

%

   

0.68

%

 

$

31,662

     

39

%

 

(c)  Amounts is less than $0.005.

(d)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 8)

See notes to financial statements.


49



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

       

Investment Activities

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

Victory RS Investors Fund

 

Class A

 

Year Ended 12/31/19

 

$

10.68

     

(c)

   

2.99

     

2.99

     

     

(0.57

)

 

Year Ended 12/31/18

 

$

13.86

     

(c)

   

(1.27

)

   

(1.27

)

   

     

(1.91

)

 

Year Ended 12/31/17

 

$

13.65

     

(0.03

)

   

2.23

     

2.20

     

     

(1.99

)

 

Year Ended 12/31/16

 

$

12.42

     

(c)

   

1.23

     

1.23

     

     

   

Year Ended 12/31/15

 

$

12.95

     

(0.04

)

   

(0.49

)

   

(0.53

)

   

     

   

Class C

 

Year Ended 12/31/19

 

$

9.53

     

(0.08

)

   

2.66

     

2.58

     

     

(0.57

)

 

Year Ended 12/31/18

 

$

12.68

     

(0.10

)

   

(1.14

)

   

(1.24

)

   

     

(1.91

)

 

Year Ended 12/31/17

 

$

12.73

     

(0.19

)

   

2.13

     

1.94

     

     

(1.99

)

 

Year Ended 12/31/16

 

$

11.67

     

(0.09

)

   

1.15

     

1.06

     

     

   

Year Ended 12/31/15

 

$

12.26

     

(0.12

)

   

(0.47

)

   

(0.59

)

   

     

   

Class R

 

Year Ended 12/31/19

 

$

9.66

     

(0.07

)

   

2.70

     

2.63

     

     

(0.57

)

 

Year Ended 12/31/18

 

$

12.81

     

(0.08

)

   

(1.16

)

   

(1.24

)

   

     

(1.91

)

 

Year Ended 12/31/17

 

$

12.83

     

(0.17

)

   

2.14

     

1.97

     

     

(1.99

)

 

Year Ended 12/31/16

 

$

11.73

     

(0.06

)

   

1.16

     

1.10

     

     

   

Year Ended 12/31/15

 

$

12.30

     

(0.09

)

   

(0.48

)

   

(0.57

)

   

     

   

Class Y

 

Year Ended 12/31/19

 

$

10.94

     

0.03

     

3.07

     

3.10

     

     

(0.57

)

 

Year Ended 12/31/18

 

$

14.10

     

0.03

     

(1.28

)

   

(1.25

)

   

     

(1.91

)

 

Year Ended 12/31/17

 

$

13.82

     

0.03

     

2.24

     

2.27

     

     

(1.99

)

 

Year Ended 12/31/16

 

$

12.55

     

0.04

     

1.24

     

1.28

     

(0.01

)

   

   

Year Ended 12/31/15

 

$

13.05

     

     

(0.50

)

   

(0.50

)

   

     

   

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

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

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

See notes to financial statements.


50



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Total
Distributions
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)
  Net
Expenses
  Net
Investment
Income
(Loss)
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory RS Investors Fund

 

Class A

 

Year Ended 12/31/19

   

(0.57

)

 

$

13.10

     

28.01

%

   

1.33

%

   

0.03

%

   

1.62

%

 

$

16,906

     

64

%

 

Year Ended 12/31/18

   

(1.91

)

 

$

10.68

     

(9.36

)%

   

1.33

%

   

(0.03

)%

   

1.58

%

 

$

15,682

     

56

%

 

Year Ended 12/31/17

   

(1.99

)

 

$

13.86

     

16.28

%

   

1.33

%

   

(0.24

)%

   

1.54

%

 

$

20,419

     

80

%

 

Year Ended 12/31/16

   

   

$

13.65

     

9.90

%

   

1.33

%

   

0.02

%

   

1.56

%

 

$

28,022

     

92

%

 

Year Ended 12/31/15

   

   

$

12.42

     

(4.09

)%

   

1.33

%

   

(0.28

)%

   

1.51

%

 

$

41,556

     

50

%

 

Class C

 

Year Ended 12/31/19

   

(0.57

)

 

$

11.54

     

27.08

%

   

2.07

%

   

(0.73

)%

   

2.54

%

 

$

6,898

     

64

%

 

Year Ended 12/31/18

   

(1.91

)

 

$

9.53

     

(10.08

)%

   

2.07

%

   

(0.82

)%

   

2.44

%

 

$

7,282

     

56

%

 

Year Ended 12/31/17

   

(1.99

)

 

$

12.68

     

15.48

%

   

2.07

%

   

(1.42

)%

   

2.35

%

 

$

11,149

     

80

%

 

Year Ended 12/31/16

   

   

$

12.73

     

9.08

%

   

2.07

%

   

(0.72

)%

   

2.35

%

 

$

14,517

     

92

%

 

Year Ended 12/31/15

   

   

$

11.67

     

(4.81

)%

   

2.07

%

   

(1.01

)%

   

2.29

%

 

$

21,654

     

50

%

 

Class R

 

Year Ended 12/31/19

   

(0.57

)

 

$

11.72

     

27.24

%

   

1.95

%

   

(0.59

)%

   

3.85

%

 

$

844

     

64

%

 

Year Ended 12/31/18

   

(1.91

)

 

$

9.66

     

(9.91

)%

   

1.95

%

   

(0.64

)%

   

3.15

%

 

$

831

     

56

%

 

Year Ended 12/31/17

   

(1.99

)

 

$

12.81

     

15.50

%

   

1.95

%

   

(1.27

)%

   

2.72

%

 

$

1,379

     

80

%

 

Year Ended 12/31/16

   

   

$

12.83

     

9.38

%

   

1.92

%

   

(0.50

)%

   

1.92

%

 

$

1,314

     

92

%

 

Year Ended 12/31/15

   

   

$

11.73

     

(4.63

)%

   

1.84

%

   

(0.78

)%

   

1.90

%

 

$

1,771

     

50

%

 

Class Y

 

Year Ended 12/31/19

   

(0.57

)

 

$

13.47

     

28.35

%

   

1.05

%

   

0.27

%

   

1.43

%

 

$

19,146

     

64

%

 

Year Ended 12/31/18

   

(1.91

)

 

$

10.94

     

(9.06

)%

   

1.05

%

   

0.18

%

   

1.37

%

 

$

14,669

     

56

%

 

Year Ended 12/31/17

   

(1.99

)

 

$

14.10

     

16.59

%

   

1.05

%

   

0.19

%

   

1.25

%

 

$

27,131

     

80

%

 

Year Ended 12/31/16

   

(0.01

)

 

$

13.82

     

10.17

%

   

1.05

%

   

0.28

%

   

1.24

%

 

$

50,013

     

92

%

 

Year Ended 12/31/15

   

   

$

12.55

     

(3.83

)%

   

1.05

%

   

(0.01

)%

   

1.21

%

 

$

80,290

     

50

%

 

See notes to financial statements.


51



Victory Portfolios

 

Financial Highlights

 

For a Share Outstanding Throughout Each Period

     

Investment Activities

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

Victory Global Natural Resources Fund

 

Class A

 

Year Ended 12/31/19

 

$

12.86

     

(c)

   

(3.15

)

   

(3.15

)

   

     

   

Year Ended 12/31/18

 

$

23.73

     

(0.14

)

   

(10.73

)

   

(10.87

)

   

     

   

Year Ended 12/31/17

 

$

23.49

     

(0.22

)

   

0.46

     

0.24

     

     

   

Year Ended 12/31/16

 

$

15.34

     

(0.10

)

   

8.25

     

8.15

     

     

   

Year Ended 12/31/15

 

$

24.81

     

(0.11

)

   

(9.36

)

   

(9.47

)

   

     

   

Class C

 

Year Ended 12/31/19

 

$

11.63

     

(0.08

)

   

(2.84

)

   

(2.92

)

   

     

   

Year Ended 12/31/18

 

$

21.63

     

(0.28

)

   

(9.72

)

   

(10.00

)

   

     

   

Year Ended 12/31/17

 

$

21.59

     

(0.36

)

   

0.40

     

0.04

     

     

   

Year Ended 12/31/16

 

$

14.21

     

(0.24

)

   

7.62

     

7.38

     

     

   

Year Ended 12/31/15

 

$

23.17

     

(0.27

)

   

(8.69

)

   

(8.96

)

   

     

   

Class R

 

Year Ended 12/31/19

 

$

12.18

     

(0.04

)

   

(2.98

)

   

(3.02

)

   

     

   

Year Ended 12/31/18

 

$

22.56

     

(0.20

)

   

(10.18

)

   

(10.38

)

   

     

   

Year Ended 12/31/17

 

$

22.42

     

(0.29

)

   

0.43

     

0.14

     

     

   

Year Ended 12/31/16

 

$

14.68

     

(0.15

)

   

7.89

     

7.74

     

     

   

Year Ended 12/31/15

 

$

23.82

     

(0.18

)

   

(8.96

)

   

(9.14

)

   

     

   

Class Y

 

Year Ended 12/31/19

 

$

13.38

     

0.03

     

(3.27

)

   

(3.24

)

   

(0.03

)

   

(0.03

)

 

Year Ended 12/31/18

 

$

24.60

     

(0.06

)

   

(11.16

)

   

(11.22

)

   

     

   

Year Ended 12/31/17

 

$

24.28

     

(0.14

)

   

0.46

     

0.32

     

     

   

Year Ended 12/31/16

 

$

15.80

     

(0.04

)

   

8.52

     

8.48

     

     

   

Year Ended 12/31/15

 

$

25.48

     

(0.05

)

   

(9.63

)

   

(9.68

)

   

     

   

*  Includes adjustments in accordance with U.S. generally accepted accounting principals.

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

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

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

(d)  Amount is less than 0.005%.

(e)  Portfolio turnover increased due to change within the portfolio holdings during the year.

(f)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 8)

See notes to financial statements.


52



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contribution
from Prior
Custodian,
Net (See
Note 8)
  Net Asset
Value,
End of
Period
  Total
Return
(Excludes
Sales
Charge)*
  Net
Expenses
  Net
Investment
Income
  Gross
Expenses
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)
 

Victory Global Natural Resources Fund

 

Class A

 

Year Ended 12/31/19

   

   

$

9.71

     

(24.49

)%

   

1.48

%

   

%(d)

   

1.69

%

 

$

32,630

     

24

%

 

Year Ended 12/31/18

   

   

$

12.86

     

(45.81

)%

   

1.48

%

   

(0.65

)%

   

1.54

%

 

$

64,001

     

26

%

 

Year Ended 12/31/17

   

   

$

23.73

     

1.02

%

   

1.48

%

   

(0.93

)%

   

1.55

%

 

$

262,455

     

57

%(e)

 

Year Ended 12/31/16

   

(c)

 

$

23.49

     

53.13

%(f)

   

1.48

%

   

(0.51

)%

   

1.48

%

 

$

545,778

     

29

%

 

Year Ended 12/31/15

   

   

$

15.34

     

(38.17

)%

   

1.45

%

   

(0.52

)%

   

1.45

%

 

$

332,598

     

33

%

 

Class C

 

Year Ended 12/31/19

   

   

$

8.71

     

(25.11

)%

   

2.28

%

   

(0.81

)%

   

2.75

%

 

$

2,949

     

24

%

 

Year Ended 12/31/18

   

   

$

11.63

     

(46.26

)%

   

2.28

%

   

(1.42

)%

   

2.38

%

 

$

6,939

     

26

%

 

Year Ended 12/31/17

   

   

$

21.63

     

0.23

%

   

2.28

%

   

(1.72

)%

   

2.35

%

 

$

20,428

     

57

%(e)

 

Year Ended 12/31/16

   

(c)

 

$

21.59

     

51.94

%(f)

   

2.28

%

   

(1.32

)%

   

2.31

%

 

$

30,789

     

29

%

 

Year Ended 12/31/15

   

   

$

14.21

     

(38.67

)%

   

2.25

%

   

(1.33

)%

   

2.25

%

 

$

26,501

     

33

%

 

Class R

 

Year Ended 12/31/19

   

   

$

9.16

     

(24.79

)%

   

1.86

%

   

(0.37

)%

   

4.31

%

 

$

621

     

24

%

 

Year Ended 12/31/18

   

   

$

12.18

     

(46.01

)%

   

1.86

%

   

(0.99

)%

   

2.50

%

 

$

920

     

26

%

 

Year Ended 12/31/17

   

   

$

22.56

     

0.62

%

   

1.86

%

   

(1.31

)%

   

2.20

%

 

$

2,442

     

57

%(e)

 

Year Ended 12/31/16

   

(c)

 

$

22.42

     

52.72

%(f)

   

1.74

%

   

(0.80

)%

   

1.74

%

 

$

4,611

     

29

%

 

Year Ended 12/31/15

   

   

$

14.68

     

(38.37

)%

   

1.78

%

   

(0.85

)%

   

1.78

%

 

$

3,427

     

33

%

 

Class Y

 

Year Ended 12/31/19

   

   

$

10.11

     

(24.25

)%

   

1.15

%

   

0.27

%

   

1.26

%

 

$

114,972

     

24

%

 

Year Ended 12/31/18

   

   

$

13.38

     

(45.63

)%

   

1.15

%

   

(0.29

)%

   

1.20

%

 

$

393,581

     

26

%

 

Year Ended 12/31/17

   

   

$

24.60

     

1.36

%

   

1.15

%

   

(0.58

)%

   

1.19

%

 

$

1,126,533

     

57

%(e)

 

Year Ended 12/31/16

   

(c)

 

$

24.28

     

53.67

%(f)

   

1.15

%

   

(0.19

)%

   

1.17

%

 

$

1,300,024

     

29

%

 

Year Ended 12/31/15

   

   

$

15.80

     

(37.99

)%

   

1.14

%

   

(0.21

)%

   

1.14

%

 

$

1,174,590

     

33

%

 

See notes to financial statements.


53



Victory Portfolios

  Notes to Financial Statements
December 31, 2019
 

1. Organization:

Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust as a successor to a company named "The Victory Portfolios," which was organized as a Massachusetts business trust on February 5, 1986. The Trust 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 42 funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share. Each Fund is classified as diversified under the 1940 Act.

The accompanying financial statements are those of the following five Funds (collectively, the "Funds" and individually, a "Fund").

Funds (Legal Name)

 

Funds (Short Name)

  Investment Share
Classes Offered
 

Victory RS Partners Fund

 

RS Partners Fund

 

Classes A, R and Y

 

Victory RS Value Fund

 

RS Value Fund

 

Classes A, C, R and Y

 

Victory RS Large Cap Alpha Fund

 

RS Large Cap Alpha Fund

 

Classes A, C, R and Y

 

Victory RS Investors Fund

 

RS Investors Fund

 

Classes A, C, R and Y

 

Victory Global Natural Resources Fund

 

Global Natural Resources Fund

 

Classes A, C, R and Y

 

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

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' 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 accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Funds follow the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.

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 in active markets for identical securities

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

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


54



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

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 risk associated with entering into those investments.

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

Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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.

A summary of the valuations as of December 31, 2019, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedules of Portfolio Investments.

   

LEVEL 1

 

LEVEL 3

 

Total

 

RS Partners Fund

 

Common Stocks

 

$

413,079,214

   

$

   

$

413,079,214

   

Preferred Stocks

   

     

587,369

     

587,369

   

Collateral for Securities Loaned

   

8,410,995

     

     

8,410,995

   

Total

   

421,490,209

     

587,369

     

422,077,578

   

RS Value Fund

 

Common Stocks

   

373,298,884

     

     

373,298,884

   

Collateral for Securities Loaned

   

8,713,132

     

     

8,713,132

   

Total

   

382,012,016

     

     

382,012,016

   

RS Large Cap Alpha Fund

 

Common Stocks

   

544,508,187

     

     

544,508,187

   

Collateral for Securities Loaned

   

6,657,852

     

     

6,657,852

   

Total

   

551,166,039

     

     

551,166,039

   

RS Investors Fund

 

Common Stocks

   

42,353,395

     

     

42,353,395

   

Collateral for Securities Loaned

   

180,023

     

     

180,023

   

Total

   

42,533,418

     

     

42,533,418

   

Global Natural Resources Fund

 

Common Stocks

   

144,672,956

     

     

144,672,956

   

Collateral for Securities Loaned

   

10,183,560

     

     

10,183,560

   

Total

   

154,856,516

     

     

154,856,516

   

For the year ended December 31, 2019, there were no Level 3 investments for which significant observable inputs were used to determine fair value.

Real Estate Investment Trusts ("REITs"):

The Funds 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 Funds or when such information becomes known.


55



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Investment Transactions and Related Income:

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

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

Securities Lending:

The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A.("Citibank" or the "Agent"). Under the terms of the MSLA, the Funds may lend securities to certain broker-dealers and banks in exchange 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 adjusted 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, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents, primarily open-end investment companies, as noted in the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Funds' Schedules of Portfolio Investments. 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 the Agent 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 Statements of Operations. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them.

Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.

The following table is a summary of the Funds' securities lending transactions which are subject to offset under the MSLA as of December 31, 2019. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral and greater than overnight and continuous contractual maturity for non-cash collateral.

    Gross
Amount of
Recognized
Assets
(Value of
  Value of
Cash
  Value of Non-cash Collateral
Received by Maturity
     
    Securities
on Loan)
  Collateral
Received*
 

<30 Days

  Between
30 & 90 Days
 

> 90 Days

 

Net Amount

 

RS Partners Fund

 

$

8,210,823

   

$

8,210,823

   

$

   

$

   

$

   

$

   

RS Value Fund

   

8,516,639

     

8,516,639

     

     

     

     

   

RS Large Cap Alpha Fund

   

6,477,980

     

6,477,980

     

     

     

     

   

RS Investors Fund

   

174,600

     

174,600

     

     

     

     

   

Global Natural Resources Fund

   

9,744,481

     

9,744,481

     

     

     

     

   

*  Collateral received in excess of the fair value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Statements of Assets and Liabilities.


56



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Foreign Currency Translations:

The accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities of a 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 Funds do 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 Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as Net realized gains (losses) from investment securities and foreign currency translations on the Statements of Operations.

Distributions to Shareholders:

Dividends from net investment income, if any, are declared and paid annually for the Funds. Distributable net realized gains, if any, are declared and distributed at least annually from each Fund.

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 a Fund may be reclassified as an offset to capital on the accompanying Statements of Assets and Liabilities.

As of December 31, 2019, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

  Total
Distributable
Earnings/(loss)
 

Capital

 

RS Partners Fund

 

$

(3,343,566

)

 

$

3,343,566

   

RS Value Fund

   

(3,327,454

)

   

3,327,454

   

RS Large Cap Alpha Fund

   

242

     

(242

)

 

RS Investors Fund

   

12,612

     

(12,612

)

 

Global Natural Resources Fund

   

(31,216

)

   

31,216

   

Federal Income Taxes:

It is the policy of each Fund 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.

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., all open tax years and the interim tax period since then). 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 the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.


57



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

Income, expenses (other than class-specific expenses such as transfer agent fees, state registration fees, printing 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 Funds may engage in cross-trades, which are securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and any applicable sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. For the year ended December 31, 2019, the Funds did not engage in any Rule 17a-7 transactions under the 1940 Act.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the fiscal year ended December 31, 2019 were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
 

RS Partners Fund

 

$

238,410,539

   

$

361,943,419

   

RS Value Fund

   

203,119,610

     

289,019,722

   

RS Large Cap Alpha Fund

   

263,831,906

     

337,359,720

   
RS Investors Fund    

25,604,490

     

31,801,502

   
Global Natural Resources Fund    

73,454,181

     

259,847,358

   

For the year ended December 31, 2019, there were no purchases or sales of U.S. Government Securities.

4. Fees and Transactions with Affiliates and Related Parties:

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

VCM has entered into a Sub-Advisory Agreement with SailingStone Capital Partners LLC ("SailingStone"). SailingStone is responsible for providing day-to-day investment advisory services to the Global Natural Resources Fund, subject to the oversight of the Board of Trustees of the Trust. Sub-investment advisory fees paid by VCM to SailingStone do not represent a separate or additional expense to the Funds.

Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of each Fund. The rates at which the Adviser is paid by each Fund are included in the table below. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

   

Flat Rate

 

RS Partners Fund

   

1.00

%

 

RS Value Fund

   

0.85

%

 

RS Large Cap Alpha Fund

   

0.50

%

 

RS Investors Fund

   

1.00

%

 

Global Natural Resources Fund

   

1.00

%

 


58



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Variable Insurance Funds and Victory Portfolios II (collectively, the "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank N.A., 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 Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

FIS Investor Services, LLC ("FIS") serves as the Funds' transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.

The Chief Compliance Officer ("CCO") is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to provide compliance services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the 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 Funds in the Victory Funds Complex, in aggregate, compensate the Adviser for these services.

The Victory Funds Complex pays an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Funds Complex and are presented in the Statements of Operations.

Shearman & Sterling LLP provides legal services to the Trust.

Victory Capital Advisers, 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. 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 Shares, at an annual rate of up to 0.50% of the average daily net assets of Class R Shares and 1.00% of the average daily net assets of Class C Shares of the Funds. The distribution and service fees paid to the Distributor may be used by the Distributor to pay for activities primarily intended to result in the sale of Class A, Class R or Class C Shares of the Funds.

In addition, the Distributor is entitled to receive commissions on sales of the Class A Shares of the Funds. For the fiscal year ended December 31, 2019, the Distributor received approximately $18,637 from commissions earned on sales of Class A Shares of the Funds.

The Adviser has entered into expense limitation agreements with certain Funds. Under the terms of the agreements, the Adviser has agreed to waive fees or reimburse certain expenses to the extent that ordinary operating expenses incurred by certain classes of a Fund in any fiscal year exceed the expense limit for such classes of the Fund. Such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded


59



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

from the expense limits. As of December 31, 2019, the expense limits (excluding voluntary waivers) are as follows:

   

In effect January 1, 2019 until April 30, 2020

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class Y
Shares
 

RS Partners Fund

   

1.45

%

   

N/A

     

1.81

%

   

1.12

%

 

RS Value Fund

   

1.30

%

   

2.07

%

   

1.69

%

   

1.06

%

 

RS Large Cap Alpha Fund

   

0.89

%

   

1.69

%

   

1.26

%

   

0.68

%

 

RS Investors Fund

   

1.33

%

   

2.07

%

   

1.95

%

   

1.05

%

 

Global Natural Resources Fund

   

1.48

%

   

2.28

%

   

1.86

%

   

1.15

%

 

The Funds have agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser."

As of December 31, 2019, the following amounts are available to be repaid to the Adviser:

    Expires
December 31,
2020
  Expires
December 31,
2021
  Expires
December 31,
2022
 

Total

 

RS Partners Fund

 

$

487,905

   

$

386,406

   

$

344,191

   

$

1,218,502

   

RS Value Fund

   

94,907

     

116,096

     

154,554

     

365,557

   

RS Large Cap Alpha Fund

   

283,005

     

236,137

     

327,684

     

846,826

   

RS Investors Fund

   

179,335

     

163,946

     

162,310

     

505,591

   

Global Natural Resources Fund

   

697,524

     

577,205

     

429,505

     

1,704,234

   

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. There were no voluntary waivers or reimbursements for the year ended December 31, 2019.

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, and Legal Counsel.

5. Risks:

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

An investment in the Funds' shares represents an indirect investment in the securities owned by the Funds, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Funds invest, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Funds invest may affect the value of the Funds' shares. An investment in the Funds' shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Funds' distributions.

The Funds will be subject to credit risk with respect to the amount each expects to receive from counterparties for financial instruments entered into by the Funds. The Funds may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser to be of comparable quality.


60



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

For the Global Natural Resources Fund (herein, the "Fund"), concentrating investments in the natural resources sector increases the risk of loss because the stocks of many or all of the companies in the sector may decline in value due to developments adversely affecting the sector. In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect the natural resources sector, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely to the extent they cause the Fund's cash position or cash requirements to exceed normal levels.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2019, the Victory Funds Complex participated in a short-term, demand note "Line of Credit" with Citibank. Under the agreements with Citibank, for the period January 1, 2019 to June 30, 2019, the Victory Funds Complex could borrow up to $250 million, of which $100 million was committed and $150 million was uncommitted. Effective July 1, 2019, the agreement was amended to include the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) and has a new termination date of June 29, 2020. Under this amended agreement, the Victory Funds Complex and USAA Mutual Funds Complex, combined, 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 (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. With the agreement in effect for the period January 1, 2019 to June 30, 2019, Citibank received an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the period July 1, 2019 to December 31, 2019, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. For the year ended December 31, 2019, Citibank earned approximately $300 thousand in commitment fees from the combined Victory Funds Complex and USAA Mutual Funds Complex. Each fund in the Victory Funds Complex and the USAA Mutual Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.

The Funds did not utilize the Line of Credit during the year ended December 31, 2019.

Interfund Lending:

The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows each Fund to directly lend and borrow money to or from any other Victory Fund 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 each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending fees. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Income on interfund lending.

The Funds did not utilize Interfund lending during the year ended December 31, 2019.


61



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

7. Federal Income Tax Information:

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):

 

Year Ended December 31, 2019

 
   

Distributions paid from

     
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Total
Distributions
Paid
 

RS Partners Fund

 

$

2,917,501

   

$

38,853,618

   

$

41,771,119

   

$

41,771,119

   
RS Value Fund    

3,088,482

     

24,249,837

     

27,338,319

     

27,338,319

   

RS Large Cap Alpha Fund

   

3,767,453

     

17,315,428

     

21,082,881

     

21,082,881

   

RS Investors Fund

   

     

1,871,145

     

1,871,145

     

1,871,145

   
Global Natural Resources Fund    

294,977

     

     

294,977

     

294,977

   
   

Year Ended December 31, 2018

 

 

Distributions paid from

 

 

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Taxable
Distributions
  Total
Distributions
Paid
 

RS Partners Fund

 

$

21,072,795

   

$

64,795,114

   

$

85,867,909

   

$

85,867,909

   

RS Value Fund

   

17,224,429

     

33,453,011

     

50,677,440

     

50,677,440

   

RS Large Cap Alpha Fund

   

11,094,267

     

78,647,453

     

89,741,720

     

89,741,720

   

RS Investors Fund

   

1,664,202

     

4,543,064

     

6,207,266

     

6,207,266

   

Global Natural Resources Fund

   

     

     

     

   

As of the tax year ended December 31, 2019, the components of accumulated earnings (deficit) on a tax basis were as follows:

  Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Deficit)
 

RS Partners Fund

 

$

   

$

4,799,756

   

$

4,799,756

   

$

   

$

80,515,899

   

$

85,315,655

   
RS Value Fund    

     

5,817,804

     

5,817,804

     

     

62,481,947

     

68,299,751

   
RS Large Cap Alpha
Fund
   

2,772,546

     

16,152,410

     

18,924,956

     

     

115,775,227

     

134,700,183

   

RS Investors Fund

   

     

86,176

     

86,176

     

     

7,057,950

     

7,144,126

   
Global Natural
Resources Fund
   

325,261

     

     

325,261

     

(1,664,990,521

)

   

(288,744,367

)

   

(1,953,409,627

)

 

*  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 the tax year ended December 31, 2019, the following fund had net capital loss carryforwards (no expiration) as summarized in the table below:

    Short-Term
Amount
  Long-Term
Amount
 

Total

 

Global Natural Resources Fund

 

$

11,399,572

   

$

1,653,590,949

   

$

1,664,990,521

   


62



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2019
 

As of December 31, 2019, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments were as follows:

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

RS Partners Fund

 

$

341,561,679

   

$

83,800,860

   

$

(3,284,961

)

 

$

80,515,899

   

RS Value Fund

   

319,530,069

     

64,277,114

     

(1,795,167

)

   

62,481,947

   

RS Large Cap Alpha Fund

   

435,390,812

     

116,388,180

     

(612,953

)

   

115,775,227

   

RS Investors Fund

   

35,475,468

     

7,480,319

     

(422,369

)

   

7,057,950

   

Global Natural Resources Fund

   

443,601,120

     

13,435,128

     

(302,179,732

)

   

(288,744,604

)

 

8. Capital Contribution from Prior Custodian:

During 2016, certain Funds received notification from their prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.

State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 from State Street and an analysis of any expense limitation agreements that were in place during the period of the activities in question, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.

The portion of the refund retained by the Funds was accounted for as a capital contribution and is reflected on the Financial Highlights as "Capital Contribution from Prior Custodian, Net."

9. Fund Ownership:

Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of December 31, 2019, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds.

 

Shareholder

 

Percent

 

RS Partners Fund

 

National Financial Services

   

33.3

%

 

Global Natural Resources Fund

 

Charles Schwab and Co., LLC

   

31.8

%

 

10. Subsequent Events:

The Funds have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Funds' financial statements.


63



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of Victory Portfolios

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of Victory RS Partners Fund, Victory RS Value Fund, Victory RS Large Cap Alpha Fund, Victory RS Investors Fund and Victory Global Natural Resources Fund (the "Funds"), each a series of Victory Portfolios, as of December 31, 2019, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year then ended (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 as of December 31, 2019, the results of their operations, the changes in their net assets, and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial statements and financial highlights for the three years ended December 31, 2018, were audited by other auditors whose report dated February 26, 2019 and the Funds' financial highlights for the year ended December 31, 2015, were audited by other auditors whose report dated February 22, 2016, expressed unqualified opinions on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audit. 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 Funds 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 audit 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.

Our audit 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, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audit 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 audit provides a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 25, 2020


64



Victory Portfolios

  Supplemental Information
December 31, 2019
 

  (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 ten Trustees, nine 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 ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 42 portfolios in the Trust, nine portfolios in Victory Variable Insurance Funds and 26 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.

Name and Age

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

Independent Trustees.

 

David Brooks Adcock, 68

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, 72

 

Vice Chair and Trustee

 

August 2002

 

Retired.

 

Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014).

 

E. Lee Beard, 68*

 

Trustee

 

May 2005

 

Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015).

 

None.

 

Dennis M. Bushe, 76

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


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Name and Age

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

Sally M. Dungan, 65

 

Trustee

 

February 2011

 

Chief Investment Officer, Tufts University (since 2002).

 

None.

 

John L. Kelly, 66

 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, Endgate Commodities LLC (January 2016-April 2016); Managing Partner, Endgate Commodities LLC (August 2014-January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (December 2011-July 2014).

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer, 62*

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, 58

 

Trustee

 

July 2016

  Chair, CEO and Co-Founder of TriLinc Global, LLC, an
investment firm.
 

TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016).

 

Leigh A. Wilson, 75

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown, 47**

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013).

 

USAA Mutual Funds Trust.

 

*  The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.

**  Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.

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 ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name and Age

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, 58

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, 50

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015).

 

Erin G. Wagner, 46

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, 54

 

Treasurer

 

May 2017

 

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

 

Christopher A. Ponte, 35

 

Assistant Treasurer

 

December 2017

 

Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018).

 

Colin Kinney, 46

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 

Chuck Booth, 59

 

Anti-Money Laundering Compliance Officer and Identity Theft Officer

 

May 2015

 

Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc.

 

Jay G. Baris, 66

 

Assistant Secretary

 

December 1997

 

Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017).

 

*  On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.


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Proxy Voting and Portfolio Holdings Information

Proxy Voting:

Information regarding the policies and procedures each Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Funds' Statement of Additional Information, which is available on the SEC's website at www.sec.gov.

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

Availability of Schedules of Portfolio Investments:

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

Expense Examples

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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, 2019 through December 31, 2019.

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 each 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 are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is 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
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS Partners Fund

 

Class A Shares

 

$

1,000.00

   

$

1,067.30

   

$

1,017.90

   

$

7.56

   

$

7.38

     

1.45

%

 

Class R Shares

   

1,000.00

     

1,065.80

     

1,016.08

     

9.42

     

9.20

     

1.81

%

 

Class Y Shares

   

1,000.00

     

1,069.60

     

1,019.56

     

5.84

     

5.70

     

1.12

%

 


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    Beginning
Account
Value
7/1/19
  Actual
Ending
Account
Value
12/31/19
  Hypothetical
Ending
Account
Value
12/31/19
  Actual
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Hypothetical
Expenses
Paid
During
Period
7/1/19-
12/31/19*
  Annualized
Expense
Ratio
During
Period
7/1/19-
12/31/19
 

RS Value Fund

 

Class A Shares

 

$

1,000.00

   

$

1,077.60

   

$

1,018.65

   

$

6.81

   

$

6.61

     

1.30

%

 

Class C Shares

   

1,000.00

     

1,073.40

     

1,014.77

     

10.82

     

10.51

     

2.07

%

 

Class R Shares

   

1,000.00

     

1,075.90

     

1,016.69

     

8.84

     

8.59

     

1.69

%

 

Class Y Shares

   

1,000.00

     

1,079.40

     

1,019.86

     

5.56

     

5.40

     

1.06

%

 

RS Large Cap Alpha Fund

 

Class A Shares

   

1,000.00

     

1,101.20

     

1,020.72

     

4.71

     

4.53

     

0.89

%

 

Class C Shares

   

1,000.00

     

1,096.80

     

1,016.69

     

8.93

     

8.59

     

1.69

%

 

Class R Shares

   

1,000.00

     

1,099.30

     

1,018.85

     

6.67

     

6.41

     

1.26

%

 

Class Y Shares

   

1,000.00

     

1,102.30

     

1,021.78

     

3.60

     

3.47

     

0.68

%

 

RS Investors Fund

 

Class A Shares

   

1,000.00

     

1,050.00

     

1,018.50

     

6.87

     

6.77

     

1.33

%

 

Class C Shares

   

1,000.00

     

1,045.90

     

1,014.77

     

10.67

     

10.51

     

2.07

%

 

Class R Shares

   

1,000.00

     

1,046.90

     

1,015.38

     

10.06

     

9.91

     

1.95

%

 

Class Y Shares

   

1,000.00

     

1,051.80

     

1,019.91

     

5.43

     

5.35

     

1.05

%

 

Global Natural Resources Fund

 

Class A Shares

   

1,000.00

     

878.70

     

1,017.74

     

7.01

     

7.53

     

1.48

%

 

Class C Shares

   

1,000.00

     

875.40

     

1,013.71

     

10.78

     

11.57

     

2.28

%

 

Class R Shares

   

1,000.00

     

877.40

     

1,015.83

     

8.80

     

9.45

     

1.86

%

 

Class Y Shares

   

1,000.00

     

880.60

     

1,019.41

     

5.45

     

5.85

     

1.15

%

 

*  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).


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Additional Federal Income Tax Information

For the year ended December 31, 2019, the Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

 

Amount

 

RS Partners Fund

   

100

%

 

RS Value Fund

   

100

%

 

RS Large Cap Alpha Fund

   

100

%

 

Global Natural Resources Fund

   

100

%

 

Dividends qualified for corporate dividends received deductions of:

 

Amount

 

RS Partners Fund

   

100

%

 

RS Value Fund

   

100

%

 

RS Large Cap Alpha Fund

   

100

%

 

Global Natural Resources Fund

   

100

%

 

For the year ended December 31, 2019, the following Fund designated short-term capital gain distributions in the amount of:

 

Amount

 

RS Value Fund

 

$

1,638,983

   

For the year ended December 31, 2019, the Funds designated long-term capital gain distributions in the amount of:

 

Amount

 

RS Partners Fund

 

$

42,210,344

   
RS Value Fund    

27,555,408

   

RS Large Cap Alpha Fund

   

17,315,428

   

RS Investors Fund

   

1,871,145

   


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Considerations of the Board in Continuing the Investment Advisory Agreements

The Board approved the advisory agreement with the Adviser, on behalf of each of the Funds (the "Agreement"), and the sub-advisory agreement between SailingStone Capital Partners LLC (the "Sub-Adviser") and the Adviser, on behalf of the Global Natural Resources Fund (the "Sub-Advisory Agreement"), and at an in-person meeting, which was called for that purpose, on December 4, 2019. The Board also considered information relating to the Funds and both the Agreement and the Sub-Advisory Agreement provided throughout the year and, more specifically, at a meeting on October 22, 2019. The Board noted that prior to each Fund's reorganization on July 29, 2016, each Fund was managed by RS Investment Management Co. LLC, which was acquired by the Adviser on July 29, 2016, and the Global Natural Resources Fund was sub-advised by the Sub-Adviser. In considering whether to approve the Agreement, the Board requested, and the Adviser or the Sub-Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.

The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Funds, which also serves as independent legal counsel to the Independent Trustees. In addition, in 2017 the Independent Trustees, through their counsel, retained an independent consultant to assist with a review of the overall process for conducting the annual review of these advisory arrangements.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement and the Sub-Advisory Agreement should be continued. The Board reviewed numbers factors with respect to each Fund, including the Sub-Adviser's history as the sub-adviser for the predecessor fund of the Global Natural Resources Fund and the services to be provided by the Sub-Adviser. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Funds for the services provided by the Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The performance of the Funds as compared to comparable funds;

•  The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Funds grow;

•  Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Funds;

•  The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Funds;

•  The total expenses of each Fund, taking into consideration any distribution or shareholder servicing fees;

•  Management's commitment to operating the Funds at competitive expense levels;

•  The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Funds;

•  Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Funds for administration and fund accounting services, and distribution;

•  The capabilities and financial condition of the Adviser;

•  Current economic and industry trends; and

•  The historical relationship between each Fund and the Adviser.

In considering whether the compensation paid to the Sub-Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

•  The requirements of the Fund for the services provided by the Sub-Adviser;

•  The nature, quality and extent of the services provided and expected to be provided;

•  The fees payable for the services;


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•  Representations by the Adviser that the sub-advisory fee for the Fund is within the range of fees agreed to in the market for similar services;

•  Whether the fee would be sufficient to enable the Sub-Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;

•  Management's commitment to operating the Fund at competitive expense levels;

•  Research and other service benefits received by the Sub-Adviser obtained through payment of client commissions for securities transactions;

•  Other benefits received by the Sub-Adviser as a result of its sub-advisory relationship with the Fund;

•  The capabilities and financial condition of the Sub-Adviser;

•  The nature, quality and extent of the oversight and compliance services provided by the Adviser;

•  The historical relationship between the predecessor fund and the Sub-Adviser; and

•  Current economic and industry trends.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to each Fund individually. In addition, the Board compared each Fund's gross management fee and total operating expense ratio on a net and gross basis, taking into consideration any distribution or shareholder servicing fees, with the median gross management fee and median expense ratio of a universe of comparable mutual funds compiled by an independent consultant, and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of each Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including as a result of input from the Adviser, if any. With respect to certain Funds, the Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board noted that none of the advisory fee arrangements for the Funds included breakpoints, which are generally viewed as a method by which the investment adviser shares any economies of scale with a fund as a fund grows. The Board recognized that because the sub-advisory fees are paid by the Adviser, any arrangement by the Sub-Adviser to reduce its fees as the Fund grows would have no impact on the Fund or its shareholders. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if a Fund's assets were to grow significantly.

The Board found that the gross annual management fee paid by each Fund was within the range of management fees paid by each Fund's respective peer group. The Board also found that each Fund's Class A net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared with each Fund's respective peer group. The Board considered the Adviser's contractual agreement with each Fund to waive its fees and reimburse expenses of certain classes for a specified period of time, as described in the Fund's prospectus.

The Board reviewed each Fund's performance over one-, three-, five- and ten-year periods (as applicable) against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns. The Board considered the additional resources that the Adviser has committed to enhance portfolio analysis, compliance and trading systems.

With respect to the Global Natural Resources Fund, the Board considered the relative roles and responsibilities of the Adviser and the Sub-Adviser and noted that, among other things: (1) the sub-advisory fees for the Fund would be paid by the Adviser and, therefore, would not be a direct expense of the Fund; and (2) the Adviser would supervise the Sub-Adviser. The Board also considered the Adviser's representation that the fees to be paid to the Sub-Adviser are within the range of sub-advisory fees paid to other sub-advisers for similar services.


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The Board reviewed various other specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.

RS Partners Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for the one- and three-year periods, underperformed both the benchmark index and the peer group median for the five-year period, outperformed the benchmark index for the ten-year period, and underperformed the peer group median for the ten-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Value Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index and the peer group median for the one- and three-year periods, outperformed the peer group median for the five-year period, underperformed the benchmark index for the five-year period, and underperformed both the benchmark index and the peer group median for the ten-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Large Cap Alpha Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, with the exception of the three-year period, and underperformed the peer group median for all of the periods reviewed, with the exception of the one-year period.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual fund; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

RS Investors Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, with the exception of the five-year period, outperformed the peer group median for the one- and ten-year periods, and underperformed the peer group median for the three- and five-year periods.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual fund; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.


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Global Natural Resources Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2019, to that of the median performance of the peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for all of the periods reviewed. The Board discussed the Fund's investment strategy, the Adviser's and Sub-Adviser's implementation of the strategy, and related market conditions, together with relevant fee and expense considerations. The Board also discussed the steps taken by the Adviser and the Sub-Adviser to enhance performance in the future, and the Board's continued monitoring of the Fund's performance.

Having considered, among other things: (1) the Fund's management fee compared to comparable mutual funds; (2) the Fund's total expense ratio compared to comparable mutual funds; (3) that the Adviser's willingness to limit the expenses of certain classes for a period of time would provide stability to the Fund's expenses for those share classes during that period; and (4) the Fund's performance during the periods reviewed, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.

Conclusion

Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Funds discussed above, was consistent with the best interests of each Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

•  The nature, quality and extent of the investment advisory services provided by the Adviser;

•  The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

•  The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

•  The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

Based on its review of the information requested and provided, and following extended discussions, the Board concluded, among other things, that the Sub-Advisory Agreement, with respect to the Global Natural Resources Fund, was consistent with the best interests of the Fund and its shareholders and unanimously approved the Sub-Advisory Agreement (including the fees to be charged for services thereunder), on the basis of the foregoing review and discussions and the following considerations, among others:

•  The fairness and reasonableness of the investment advisory fee payable to the Sub-Adviser under the Sub-Advisory Agreement in light of the investment advisory services provided, the costs of these services and the estimated profitability of the Sub-Adviser's relationship with the Fund;

•  The nature, quality and extent of the investment advisory services provided by the portfolio management team of the Sub-Adviser, which have resulted in the Fund achieving its stated investment objective;

•  The Sub-Adviser's representations regarding its staffing and capabilities to manage the Fund; and

•  The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Sub-Adviser.


74



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.



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

Visit our website at:

 

Call Victory at:

 

www.vcm.com

  800-539-FUND (800-539-3863)  

VPRSVF-AR (12/19)



 

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; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

 

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 David L. Meyer and E. Lee Beard, who are “independent” for purposes of this Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

 

 

2019

 

2018

 

(a) Audit Fees (1)

 

$

297,500

 

$

391,472

 

(b) Audit-Related Fees (2)

 

0

 

0

 

(c) Tax Fees (3)

 

87,750

 

106,480

 

(d) All Other Fees (4)

 

0

 

0

 

 


 


(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 The Funds’ independent registered public accounting firm for audit compliance, audit advice and audit planning.

 

(2) Represents the fee for assurance and related services by The Funds’ independent registered public accounting firm reasonably related to the performance of the  audit of the Registrant’s financial statements that was not reported under (a) of this item.

 

(3) Represents the aggregate tax fee billed for professional services rendered by The Funds’ independent registered public accounting firm for tax compliance, tax advice, international tax fee transactions and tax planning.  Such tax services included the review of income and excise tax returns for the Registrant.

 

(4) For the fiscal years ended December 31, 2019 and December 31, 2018, there were no fees billed for professional services rendered by The Funds’ independent registered public accounting firm to the Registrant, other than the services reported in (a) through (c) of this item.

 

Tax fees for 2019 and 2018 are for recurring tax fees for the preparation of the federal and state tax returns and procedures performed relating to the Registrant’s analysis of complex securities.

 

(e)(1) The Registrant’s Audit Committee must pre-approve non-audit services to be provided by the principal accountant and the fees charged with these services. The Committee may delegate authority to one or more Committee members to pre-approve these services, subject to subsequent review and approval by the Committee.

 

(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C).

 

(f) Not applicable.

 

(g)

 

2019

 

$

0

 

2018

 

$

133,280

 

 

(h) The Registrant’s Audit Committee has evaluated the non-audit services that the principal accountant provided to the Registrant’s investment adviser (and the adviser’s relevant affiliated), which services the Committee did not pre-approve, and has concluded that the provision of those services was compatible with maintaining the accountant’s independence.

 

Item 5.   Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6.   Investments.

 

(a)      Not applicable.

(b)      Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 


 

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.

(b)      Certifications pursuant to Rule 30a-2(b) are furnished herewith.

 


 

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)

Victory Portfolios

 

 

 

 

By (Signature and Title)*

/s/ Allan Shaer

 

 

Allan Shaer, Principal Financial Officer

 

 

 

 

 

Date

February 27, 2020

 

 

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

February 27, 2020

 

 

 

 

 

By (Signature and Title)*

/s/ Allan Shaer

 

 

 

Allan Shaer, Principal Financial Officer

 

 

 

 

 

Date

February 27, 2020

 

 


Exhibit 99.CODEETH

 

VICTORY PORTFOLIOS

VICTORY PORTFOLIOS II

VICTORY VARIABLE INSURANCE FUNDS

 

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 Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (each a “Trust” and, collectively, the “Trusts”) (the “Covered Officers”), each of whom is set forth 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 Trusts;

 

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 Trusts.  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 Trusts.

 

Certain conflicts of interest that could arise out of the relationships between Covered Officers and the Trusts 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 Trusts

 


 

because of their status as “affiliated persons” of the Trusts.  The Trusts’ and their investment adviser’s compliance programs 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 Trusts 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 Trusts 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 Trusts.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the adviser, the administrator and the Trusts and is consistent with the performance by the Covered Officers of their duties as officers of the Trusts.  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 each 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 Trusts whereby the Covered Officer would benefit personally to the detriment of the Trusts;

 

2.              Not cause the Trusts to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Trusts;

 

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 Trusts, 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 Victory Capital Management Inc. (“VCM”).  Examples of these include:

 

2


 

1.              Service as a director on the board of any public or private company;

 

2.              The receipt, as an officer of the Trusts, of any gift in excess of $100;

 

3.              The receipt of any entertainment from any company with which the Trusts have 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 Trusts’ 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 Trusts 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 Trusts.

 

B.                                    Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trusts to others, whether within or outside the Trusts, including to the Trusts’ 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 Trusts, the adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts.

 

D.                                    It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

3


 

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;

 

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 Trusts 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 Risk Oversight 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 Trusts or VCM.

 

D.                                    Enforcing the Code of Conduct.  The Trusts 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

 

4


 

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.

 

V.                                    Other Policies and Procedures

 

This Code shall be the sole code of conduct adopted by the Trusts 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 Trusts, the Trusts’ 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 Trusts, 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 Trusts’ investment adviser, administrator or sub-administrator, counsel to the Trusts or counsel to the Independent Trustees.

 

VIII.                     Internal Use

 

The Code is intended solely for the internal use by the Trusts and does not constitute an admission, by or on behalf of the Trusts, as to any fact, circumstance, or legal conclusion.

 

Adopted: August 5, 2003

Adopted: May 1, 2015 Victory Portfolios II

 

Amended:                                       February 22, 2012

August 20, 2014

 

5


 

Exhibit A

 

Persons Covered by this Code of Conduct

 

Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds

 

Principal Executive Officer: Christopher K. Dyer, President

 

Principal Financial Officer: Allan Shaer, Treasurer

 

As of December 5, 2017

 


 

Exhibit B

 

Acknowledgement

 

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), 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:

1/24/20

 


 

Exhibit B

 

Acknowledgement

 

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), 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/ Allan Shaer

 

 

 

 

Print Name:

Allan Shaer

 

 

 

 

Date:

1/27/20

 


 

Exhibit C

 

Annual Certification

 

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), 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:

1/24/20

 


 

Exhibit C

 

Annual Certification

 

Pursuant to the requirements of the Code of Conduct adopted by Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds (the “Code”), 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/ Allan Shaer

 

 

 

 

Print Name:

Allan Shaer

 

 

 

 

Date:

1/27/20

 


Exhibit 99.CERT

 

CERTIFICATIONS

 

I, Christopher K. Dyer, certify that:

 

1.  I have reviewed this report on Form N-CSR of Victory Portfolios (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.

 

 

February 27, 2020

 

/s/ Christopher K. Dyer

Date

 

Christopher K. Dyer

 

 

Principal Executive Officer

 


 

CERTIFICATIONS

 

I, Allan Shaer, certify that:

 

1.  I have reviewed this report on Form N-CSR of Victory Portfolios (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.

 

 

February 27, 2020

 

/s/ Allan Shaer

Date

 

Allan Shaer

 

 

Principal Financial Officer

 


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, 2019 of Victory Portfolios (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.

 

 

February 27, 2020

 

 

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, 2019 of Victory Portfolios (the “Registrant”).

 

I, Allan Shaer, 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.

 

 

February 27, 2020

 

 

Date

 

 

 

 

/s/ Allan Shaer

 

 

Allan Shaer

 

 

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.