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, 2020

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

 

 

December 31, 2020

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

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports may 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 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 (800-235-8396 for Member Class) 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

   
Managers' Commentary and Investment
Overview (Unaudited)
   

7

   
Investment Objective and Portfolio
Holdings (Unaudited)
   

26

   

Financial Statements

 

The Victory Fixed Income Funds

 

Victory INCORE Investment Quality Bond Fund

 

Schedule of Portfolio Investments

   

33

   

Statement of Assets and Liabilities

   

76

   

Statement of Operations

   

79

   

Statements of Changes in Net Assets

   

82-84

   

Financial Highlights

   

90-91

   

Victory INCORE Low Duration Bond Fund

 

Schedule of Portfolio Investments

   

42

   

Statement of Assets and Liabilities

   

76

   

Statement of Operations

   

79

   

Statements of Changes in Net Assets

   

82-84

   

Financial Highlights

   

92-93

   

Victory High Yield Fund

 

Schedule of Portfolio Investments

   

49

   

Statement of Assets and Liabilities

   

76

   

Statement of Operations

   

79

   

Statements of Changes in Net Assets

   

82-84

   

Financial Highlights

   

94-95

   

Victory Tax-Exempt Fund

 

Schedule of Portfolio Investments

   

55

   

Statement of Assets and Liabilities

   

77

   

Statement of Operations

   

80

   

Statements of Changes in Net Assets

   

85-87

   

Financial Highlights

   

96-97

   

Victory High Income Municipal Bond Fund

 

Schedule of Portfolio Investments

   

59

   

Statement of Assets and Liabilities

   

77

   

Statement of Operations

   

80

   

Statements of Changes in Net Assets

   

85-87

   

Financial Highlights

   

98-99

   

Victory Floating Rate Fund

 

Schedule of Portfolio Investments

   

63

   

Statement of Assets and Liabilities

   

77

   

Statement of Operations

   

80

   

Statements of Changes in Net Assets

   

85-87

   

Financial Highlights

   

100-101

   


1



Table of Contents (continued)

Victory Strategic Income Fund

 

Schedule of Portfolio Investments

   

70

   

Statement of Assets and Liabilities

   

78

   

Statement of Operations

   

81

   

Statements of Changes in Net Assets

   

88-89

   

Financial Highlights

   

102-103

   

Notes to Financial Statements

   

104

   
Report of Independent Registered Public
Accounting Firm
   

122

   

Supplemental Information (Unaudited)

   

123

   

Trustee and Officer Information

    123    
Proxy Voting and Form Portfolio Holdings
Information
    126    

Expense Examples

    126    

Additional Federal Income Tax Information

    128    

Advisory Contract Approval

    129    

Privacy Policy (inside back cover)

 

 

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

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

For more specific information, please consult your tax adviser.


2



The Funds are distributed by Victory Capital Services, 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 (800-235-8396 for Member Class). 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)

800-235-8396 for Member Class

Visit our website at:

www.vcm.com


3



This page is intentionally left blank.


4



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.

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

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

It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.

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

Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.

While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to


5



remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.

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 (800-235-8396 for Member Class), 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

Victory INCORE Investment Quality Bond Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

As we end one of the most turbulent years in economic history, markets remain near all-time highs, driven by unprecedented levels of monetary and fiscal stimulus. The U.S. economy experienced its single largest economic loss in the nation's history, contracting by 31.4% during the second quarter of 2020. The dramatic second-quarter collapse in economic activity has been followed by consecutive quarters of robust economic growth. Specifically, third-quarter U.S. gross domestic product ("GDP") rebounded by a robust 33.4%, and the Atlanta Fed's GDPNow forecasting model predicts fourth-quarter growth to print around 8.6%. While the GDPNow forecast will likely vary from the final U.S. GDP growth figure, what we can take away from the estimate is that the recovery has been quicker than anticipated.

Despite a better-than-expected economic recovery, much has hinged on the overwhelming amount of fiscal and monetary stimulus injected into the economy. Since March, the U.S. Federal Reserve (the "Fed") has provided trillions in monetary stimulus. Monetary policy has helped stabilize and buoy financial markets, but it is the fiscal stimulus that has supported the rebound in actual economic activity. The U.S. Congress has passed three rounds of fiscal stimulus since March totaling an additional $4 trillion, which is equivalent to nearly 20% of U.S. GDP in 2019.

It is difficult to estimate the long-term consequences of unprecedented fiscal and monetary stimulus. The Fed, U.S. Treasury, and the U.S. Congress are embarking upon a grand experiment in Modern Monetary Theory ("MMT"), where massive fiscal deficits purportedly do not matter for countries that control their own currency. In the short run, we believe monetary and fiscal stimulus is likely to be supportive of economic growth and market valuations. We worry that early success with MMT may lead to long-term unintended economic consequences later in the decade.

We remain concerned about the possible long-term inflationary effects of continued MMT, but thus far the Fed's preferred measure of inflation, core personal consumption expenditures (PCE), remains below their long-term 2% objective. Furthermore, the Fed seems intent on anchoring front-end interest rates near zero for the foreseeable future in order to meet, or exceed, their target. As a result, we do not expect much movement in short-term interest rates; however, we remain concerned about the impact continued stimulus combined with the Fed's newly announced inflation-targeting policy could have on intermediate- and long-end interest rates. These concerns are motivating us to position accounts relatively short duration versus benchmarks going into 2021.

How did Victory INCORE Investment Quality Bond Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal. The Fund returned 7.94% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Bloomberg Barclays U.S. Aggregate Bond Index (the "Index"), which returned 7.51% during the reporting period.


7



Victory Fixed Income Funds

Victory INCORE Investment Quality Bond Fund (continued)

Managers' Commentary (continued)

What strategies did you employ during the reporting period?

The Fund came into 2020 overweight agency mortgages and relatively light corporate credit exposure, with only a modest overweight to 0-3-year BBB corporate credit. During the late part of the first quarter and beginning part of the second quarter, during the worst of the market rout, we moved to a large overweight position in corporate credit across the curve. We maintained this corporate credit overweight as we ended the year. The Fund greatly benefited from this positioning during the year.

We believe that with yields on short- and intermediate-term U.S. Treasurys near historic lows, investors have no other reasonable alternative but to invest in high-quality corporate and consumer credit. We do not believe investors are receiving enough yield or duration benefit from owning U.S. Treasurys at current levels. As a result, we added a significant overweight to corporate credit at discounted valuations late in the first quarter and beginning part of the second quarter. We maintained this overweight at year-end and continue to selectively add high-grade corporates across the curve as opportunities present themselves. This positioning has been additive to performance over the year, helping the Fund outpace the Index for 2020.

As we enter a new year, we believe massive monetary and fiscal stimulus will continue to buoy markets as both the incoming Biden administration and the Fed seem interested in continuing the MMT experiment in the near term. However, it is likely to be a volatile and uncertain time as the long-term effects of MMT are unknown. The key attributes we strive for when positioning client portfolios for an uncertain outlook are quality, balance and diversification. We believe we are well positioned across our portfolios for this uncertain environment, and we believe being overweight credit and underweight duration versus the Index should be additive to performance as we enter the coming year.


8



Victory Fixed Income Funds

Victory INCORE Investment Quality Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

7.94

%

   

5.55

%

   

6.89

%

   

5.89

%

   

7.37

%

   

8.21

%

   

7.51

%

 

Five Year

   

4.40

%

   

3.93

%

   

3.50

%

   

3.50

%

   

3.99

%

   

4.66

%

   

4.44

%

 

Ten Year

   

3.77

%

   

3.54

%

   

2.91

%

   

2.91

%

   

3.36

%

   

3.99

%

   

3.84

%

 

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


9



Victory Fixed Income Funds

Victory INCORE Low Duration Bond Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

As we end one of the most turbulent years in economic history, markets remain near all-time highs, driven by unprecedented levels of monetary and fiscal stimulus. The U.S. economy experienced its single largest economic loss in the nation's history, contracting by 31.4% during the second quarter of 2020. The dramatic second-quarter collapse in economic activity has been followed by consecutive quarters of robust economic growth. Specifically, third-quarter U.S. gross domestic product ("GDP") rebounded by a robust 33.4%, and the Atlanta Fed's GDPNow forecasting model predicts fourth-quarter growth to print around 8.6%. While the GDPNow forecast will likely vary from the final U.S. GDP growth figure, what we can take away from the estimate is that the recovery has been quicker than anticipated.

Despite a better than expected economic recovery, much has hinged on the overwhelming amount of fiscal and monetary stimulus injected into the economy. Since March, the U.S. Federal Reserve (the "Fed") has provided trillions in monetary stimulus. Monetary policy has helped stabilize and buoy financial markets, but it is the fiscal stimulus that has supported the rebound in actual economic activity. The U.S. Congress has passed three rounds of fiscal stimulus since March totaling an additional $4 trillion, which is equivalent to nearly 20% of U.S. GDP in 2019.

It is difficult to estimate the long-term consequences of unprecedented fiscal and monetary stimulus. The Fed, U.S. Treasury, and the U.S. Congress are embarking upon a grand experiment in Modern Monetary Theory ("MMT"), where massive fiscal deficits purportedly do not matter for countries that control their own currency. In the short run, we believe monetary and fiscal stimulus is likely to be supportive of economic growth and market valuations. We worry that early success with MMT may lead to long-term unintended economic consequences later in the decade.

We remain concerned about the possible long-term inflationary effects of continued MMT, but thus far the Fed's preferred measure of inflation, core personal consumption expenditures (PCE), remains below their long-term 2% objective. Furthermore, the Fed seems intent on anchoring front-end interest rates near zero for the foreseeable future in order to meet, or exceed, their target. As a result, we do not expect much movement in short-term interest rates; however, we remain concerned about the impact continued stimulus combined with the Fed's newly announced inflation-targeting policy could have on intermediate- and long-end interest rates. These concerns are motivating us to position accounts relatively short duration versus benchmarks going into 2021.

How did Victory INCORE Low Duration Bond Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide a high level of current income consistent with preservation of capital. The Fund returned 3.85% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Bloomberg Barclays U.S. 1-3 Year Government Bond Index (the "Index"), which returned 3.14% during the reporting period.


10



Victory Fixed Income Funds

Victory INCORE Low Duration Bond Fund (continued)

Managers' Commentary (continued)

What strategies did you employ during the reporting period?

The Fund came into 2020 overweight agency mortgages and relatively light corporate credit exposure. During the late part of the first quarter and beginning part of the second quarter, during the worst of the market rout, we moved to a large overweight position in corporate credit. We maintained this corporate credit overweight as we ended the year. The Fund greatly benefited from this positioning during the year.

We believe that with yields on short- and intermediate-term U.S. Treasurys near historic lows, investors have no other reasonable alternative but to invest in high-quality corporate and consumer credit. We do not believe investors are receiving enough yield or duration benefit from owning U.S. Treasurys at current levels. As a result, we added a significant overweight to corporate credit at discounted valuations late in the first quarter and beginning part of the second quarter. We maintained this overweight at year-end and continue to selectively add high-grade corporates across the curve as opportunities present themselves. This positioning has been additive to performance over the year, helping the Fund outpace the Index for 2020.

As we enter a new year, we believe massive monetary and fiscal stimulus will continue to buoy markets as both the incoming Biden administration and the Fed seem interested in continuing the MMT experiment in the near term. However, it is likely to be a volatile and uncertain time as the long-term effects of MMT are unknown. The key attributes we strive for when positioning client portfolios for an uncertain outlook are quality, balance and diversification. We believe we are well positioned across our portfolios for this uncertain environment, and we believe being overweight credit and underweight duration versus the Index should be additive to performance as we enter the coming year.


11



Victory Fixed Income Funds

Victory INCORE Low Duration Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

3.85

%

   

1.51

%

   

3.05

%

   

2.05

%

   

3.41

%

   

4.08

%

   

3.14

%

 

Five Year

   

2.26

%

   

1.80

%

   

1.48

%

   

1.48

%

   

1.85

%

   

2.50

%

   

1.92

%

 

Ten Year

   

1.72

%

   

1.49

%

   

0.95

%

   

0.95

%

   

1.31

%

   

1.96

%

   

1.32

%

 

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


12



Victory Fixed Income Funds

Victory High Yield Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

After a gut-wrenching plunge as the deadly novel coronavirus and the disease it causes ("COVID-19") emerged in the first quarter of 2020, markets surged as central banks and governments fought back with unprecedented stimulus measures that supported risk-taking in the markets.

High-yield investors were rewarded for taking a bungee jump through market turmoil — even if it required closed eyes and a primal scream. At the end of the first quarter, the Bloomberg Barclays U.S. Corporate High Yield Bond Index (the "Index") had returned -12.7%, a result not seen since the financial crisis in 2008. It ended the year as the strongest performer among the major domestic fixed-income indexes. The pivotal event came in late March 2020 when the U.S. Federal Reserve announced a massive bond-buying program that included corporate debt. Markets responded with a surge that often belied grim economic and public health realities.

How did Victory High Yield Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide current income. The Fund returned 7.61% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Index, which returned 7.11% during the reporting period.

What strategies did you employ during the reporting period?

The Fund aims to provide higher levels of income and less sensitivity to interest rate changes than most fixed-income investments by investing primarily in U.S. corporate bonds rated below investment grade. The Fund may invest in other securities and in floating rate loans. It emphasizes in-depth research and a concentrated portfolio strategy.

The Fund's management team strongly believes that the potential cost of a passive or wide-net approach to high-yield investing has never been higher or more misunderstood. We view the high-yield market in three categories:

1)  Bonds yielding less than 6%: 88% of the market

2)  Bonds yielding 6% to 10%: 9% of the market

3)  Bonds yielding more than 10%: 3% of the market

We believe the first category offers limited upside along with interest rate risk, while the third category, with an average interest rate of 23%, is excessively speculative. The second category, a narrow segment that we believe offers a reasonable balance of risk and opportunity, cannot be exploited with broadly diversified index-like portfolios.

In addition to keeping a tight focus, we seek to use rigorous research to continually pare overpriced risk from the portfolio and uncover the idiosyncratic opportunities that have benefited returns in the past.

Prior to the fourth quarter, we culled select holdings that we did not believe would survive intact once COVID-19 had run its course. And throughout the year, we resisted cruise lines,


13



Victory Fixed Income Funds

Victory High Yield Fund (continued)

Managers' Commentary (continued)

theater operators, and several leisure companies that we believed face significant headwinds. However, confidence in our research and high-conviction strategy led us to successfully maintain our higher-risk orientation.

Security selection was the dominant factor in the Fund's outperformance of the Index in 2020. Asset allocation had a negative impact on relative performance.

Not surprisingly, given the market's embrace of risk, the Fund's positive security selection in CCC-rated bonds was the top contributor to relative performance. Although the struggling energy sector rebounded strongly in the fourth quarter, the Fund's underweight there was an important contributor to its outperformance for the year. The largest detractors were an underweight in BB-rated bonds and an overweight in the CCC-rated cohort.


14



Victory Fixed Income Funds

Victory High Yield Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

7.61

%

   

5.26

%

   

6.68

%

   

5.68

%

   

7.24

%

   

7.73

%

   

7.11

%

 

Five Year

   

9.48

%

   

9.00

%

   

8.71

%

   

8.71

%

   

9.07

%

   

9.75

%

   

8.59

%

 

Ten Year

   

6.65

%

   

6.41

%

   

5.88

%

   

5.88

%

   

6.26

%

   

6.89

%

   

6.80

%

 

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


15



Victory Fixed Income Funds

Victory Tax-Exempt Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The municipal market had an eventful 2020. The year started off well, continuing the trend we saw in 2019, as strong investor demand translated into a return of over 3% for the broad municipal index (Bloomberg Barclays Municipal Bond Index (the "Index")) just two months into the year. However, the good times were short-lived, with a sharp selloff in March, induced by the outbreak of disease called COVID-19, pushing market returns to a low of -7.6% for the year. The market remained volatile through April before embarking on a several-month recovery that pushed index returns to over +4% in early August. This recovery was heavily driven by both actual and potential government intervention to include both fiscal and monetary stimulus. The recovery lagged in late Summer and early Autumn, likely due to investors grappling with uncertainty caused by the November U.S. presidential election, the lack of an additional round of stimulus for state and local governments, as well as rising COVID-19 cases. The market recovery continued post-election and municipal market returns were strong in November and December 2020.

How did Victory Tax-Exempt Fund (the "Fund") perform during the reporting period?

The Fund seeks to maximize current income exempt from federal income taxes, consistent with the preservation of capital. The Fund returned 5.39% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Index, which returned 5.21% for the reporting period.

What strategies did you employ during the reporting period?

The Fund tends to be more credit-heavy than the Index, holding more BBB- rated (the lowest category of investment grade) bonds than the Index. We overweight these credits to provide additional tax-free income to our investors. These bonds tend to underperform in periods of market dislocation when credit spreads widen significantly. As a result, the Fund underperformed the Index during the market downturn in March and April 2020; however, the Fund outperformed as the year progressed and the market recovered. During the downturn, the Fund purchased additional lower rated bonds as yields were very attractive. These positions benefited the Fund during the ensuing recovery as well. Lastly, the Fund increased its number of holdings during the year to diversify its positions.

We remain committed to our core competency of evaluating, taking, and managing credit risk in the municipal market. We continue to build our portfolios bond-by-bond, relying on our assessment of fundamental credit risk and attempting to capture and distribute incremental yield that will drive higher long-term income to our investors. While there might be some volatility in the municipal market in the short term, we remain confident that the right approach is to focus on what matters in the long term.


16



Victory Fixed Income Funds

Victory Tax-Exempt Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

5.39

%

   

2.99

%

   

4.56

%

   

3.56

%

   

5.51

%

   

5.21

%

 

Five Year

   

4.20

%

   

3.73

%

   

3.37

%

   

3.37

%

   

4.34

%

   

3.91

%

 

Ten Year

   

4.50

%

   

4.26

%

   

3.67

%

   

3.67

%

   

4.62

%

   

4.63

%

 

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


17



Victory Fixed Income Funds

Victory High Income Municipal Bond Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The municipal market had an eventful 2020. The year started off well, continuing the trend we saw in 2019, as strong investor demand translated into a return of over 3% for the broad municipal index (Bloomberg Barclays Municipal Bond Index (the "Index")) just two months into the year. However, the good times were short-lived, with a sharp selloff in March, induced by the outbreak of disease called COVID-19, pushing market returns to a low of -7.6% for the year. The market remained volatile through April before embarking on a several-month recovery that pushed index returns to over +4% in early August. This recovery was heavily driven by both actual and potential government intervention to include both fiscal and monetary stimulus. The recovery lagged in late Summer and early Autumn, likely due to investors grappling with uncertainty caused by the November United States presidential election, the lack of an additional round of stimulus for state and local governments, as well as rising COVID-19 cases. The market recovery continued post-election and municipal market returns were strong in November and December 2020.

How did Victory High Income Municipal Bond Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide high current income exempt from federal income taxes, with a secondary objective of capital appreciation. The Fund returned 5.52% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Index, which returned 5.21% during the reporting period.

What strategies did you employ during the reporting period?

The Fund tends to be more credit-heavy than the Index, holding more BBB-rated (the lowest category of investment grade) bonds than the benchmark. We overweight these credits to provide additional tax-free income to our investors. These bonds tend to underperform in periods of market dislocation when credit spreads widen significantly. As a result, the Fund underperformed the Index during the market downturn in March and April 2020; however, the Fund outperformed as the year progressed and the market recovered. During the downturn, the Fund purchased additional lower-rated bonds as yields were very attractive. These positions benefited the Fund during the ensuing recovery as well. Lastly, the Fund increased its number of holdings during the year to diversify its positions.

We remain committed to our core competency of evaluating, taking, and managing credit risk in the municipal market. We continue to build our portfolios bond-by-bond, relying on our assessment of fundamental credit risk and attempting to capture and distribute incremental yield that will drive higher long-term income to our investors. While there might be some volatility in the municipal market in the short term, we remain confident that the right approach is to focus on what matters in the long term.


18



Victory Fixed Income Funds

Victory High Income Municipal Bond Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

Class A

 

Class C

 

Class Y

 

Member Class

     

 

INCEPTION DATE

 

12/31/09

 

12/31/09

 

12/31/09

 

11/3/20

     

 

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

One Year

   

5.52

%

   

3.12

%

   

4.72

%

   

3.72

%

   

5.76

%

   

N/A

     

5.21

%

   

4.89

%

 

Five Year

   

4.26

%

   

3.79

%

   

3.47

%

   

3.47

%

   

4.51

%

   

N/A

     

3.91

%

   

6.56

%

 

Ten Year

   

5.28

%

   

5.04

%

   

4.49

%

   

4.49

%

   

5.52

%

   

N/A

     

4.63

%

   

6.86

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

4.12

%

   

N/A

     

N/A

   

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

2The 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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


19



Victory Fixed Income Funds

Victory Floating Rate Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

For most of 2020, securities markets seemed like the only things that were immune to the pandemic related to a novel coronavirus and the disease it causes ("COVID-19").

After a gut-wrenching plunge as the deadly virus emerged in the first quarter, equity and fixed-income markets surged as central banks and governments fought back with unprecedented stimulus measures that supported risk-taking in the markets. The risk-on sentiment grew stronger in the fourth quarter as optimism over a COVID-19 vaccine and an improving economic outlook brightened investors' expectations and drove stock indexes to record levels.

In fixed income, investors continued to seek higher income amid extremely low interest rates. In the below-investment-grade debt market, which includes floating rate loans, this resulted in tightening spreads and tough investor competition for new issues.

How did Victory Floating Rate Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide a high level of current income. The Fund returned 4.82% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the S&P/LSTA U.S. Leveraged Loan Index (the "Index"), which returned 3.12% during the reporting period.

What strategies did you employ during the reporting period?

In 2020, the Fund's outperformance of the Index reflected both positive security selection and effective asset allocation. The Fund's allocation to high-yield corporate bonds was the leading contributor as investors leaned into risk.

The largest contributors after bonds were an overweight and security selection in Health Care and security selection in the Air Freight and Logistics industry. The largest detractor was an underweight in Electronics. Security selection in the Aerospace and Defense industry also detracted, largely as a result of its negative impact in the first quarter.

The Fund's management team seeks to provide higher current income than most short-term investments available to retail investors, while also providing some protection from rising interest rates and inflation by investing primarily in floating-rate bank loans, whose rates adjust with market benchmarks. The Fund may also hold select bonds and other floating-rate investments of domestic or foreign issuers. The Fund's holdings are typically U.S.-based and below investment grade.

The investment team focuses on rigorous fundamental research that includes macroeconomic, company-specific and deal-specific factors.

In navigating investment challenges, the Fund follows a high-conviction strategy. It typically has 100 to 150 holdings, compared with some competitors that have several times that number. Concentration risks are mitigated by investing mostly in large, liquid loan deals and maintaining firm sell discipline. The Fund also maintains a mix of roughly 85% leveraged


20



Victory Fixed Income Funds

Victory Floating Rate Fund (continued)

Managers' Commentary (continued)

loans and 15% high yield bonds. The option of holding bonds offers liquidity and the flexibility to invest in the most attractive form of debt of companies the Fund's management team favors.

While we are optimistic about a solid economic recovery in 2021, we think there is a good chance that deficit spending and extremely easy monetary conditions could trigger inflationary trends. And while investors have been principally focused on defaults, downgrades, and other forms of credit risk, we believe that an equally serious and increasing risk has been all but dismissed: duration, or interest rate risk. Duration, a measure of a security's sensitivity to interest rate changes, is near an all-time high, meaning that big losses could be in store for many bondholders if rates rise. The adjustable rates of leveraged loans can provide some protection from rising rates.


21



Victory Fixed Income Funds

Victory Floating Rate Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

Class A

 

Class C

 

Class R

 

Class Y

 

Member Class

 

 

INCEPTION DATE

 

12/31/09

 

12/31/09

 

12/31/09

 

12/31/09

 

11/3/20

 

 

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

One Year

   

4.81

%

   

2.41

%

   

3.96

%

   

2.97

%

   

4.23

%

   

4.92

%

   

N/A

     

3.12

%

 

Five Year

   

6.07

%

   

5.59

%

   

5.23

%

   

5.23

%

   

5.47

%

   

6.30

%

   

N/A

     

5.24

%

 

Ten Year

   

4.16

%

   

3.92

%

   

3.35

%

   

3.35

%

   

3.61

%

   

4.38

%

   

N/A

     

4.32

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

4.30

%

   

N/A

   

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


22



Victory Fixed Income Funds

Victory Strategic Income Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

For most of 2020, securities markets seemed like the only things that were immune to the pandemic related to a novel coronavirus and the disease it causes (COVID-19).

After a gut-wrenching plunge as the deadly virus emerged in the first quarter, equity and fixed income markets surged even as the virus upended the global economy, killed nearly 2 million people worldwide, and threw tens of millions of people out of work.

Central banks and governments fought back with unprecedented stimulus measures that supported risk-taking in the markets. An almost willful optimism that prevailed in the markets after the first quarter gained strength late in the year as the first vaccines rolled out, a profoundly divisive U.S. election was decided, and the economic outlook, though still troubled, improved.

In fixed income, traditionally riskier assets outperformed. Investment-grade and high-yield corporate bonds led the charge, with the Bloomberg Barclays U.S. Corporate High Yield Bond Index returning 7.1% for the year. The 10-year Treasury returned 10.6%, while its yield dropped below 1.0% in the first quarter and remained there.

How did Victory Strategic Income Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide high current income with a secondary objective of capital appreciation. The Fund returned 9.09% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Bloomberg Barclays U.S. Aggregate Bond Index (the "Index"), which returned 7.51% during the reporting period.

What strategies did you employ during the reporting period?

The investment team analyzes income and price appreciation potential based on credit fundamentals along with a broad market, economic, political, and regulatory risk assessment.

An overweight in corporate bonds has long been a mainstay of the Fund's strategy, and we added to the Fund's corporate holdings as the year progressed, both by increasing exposure to BBB-rated bonds and by reintroducing a small out-of-Index exposure to high-yield corporate debt. Accompanying these increases were reductions in U.S. Treasury holdings and corporate bonds rated AAA through A.

Corporate bonds outperformed sharply as market sentiment favored traditionally riskier sectors throughout much of the year. As a result, the Fund's substantial overweight in corporate bonds, including high-yield corporate debt, was the largest contributor to its performance relative to the Index. Overall security selection also contributed, while yield curve positioning detracted.

The Fund's overweight and positive security selection in BBB-rated corporate bonds with maturities of 3 to 10 years made them the largest single contributor to performance relative to the Index.


23



Victory Fixed Income Funds

Victory Strategic Income Fund (continued)

Managers' Commentary (continued)

Security selection in asset-backed securities was the largest detractor from relative performance. An out-of-Index allocation to credit default swaps early in the year also detracted, as did an overweight in BBB-rated corporate bonds with maturities greater than 25 years.


24



Victory Fixed Income Funds

Victory Strategic Income Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

9.09

%

   

6.61

%

   

8.28

%

   

7.28

%

   

8.61

%

   

9.37

%

   

7.51

%

 

Five Year

   

5.72

%

   

5.25

%

   

4.90

%

   

4.90

%

   

5.30

%

   

5.96

%

   

4.44

%

 

Ten Year

   

4.44

%

   

4.20

%

   

3.63

%

   

3.63

%

   

4.02

%

   

4.66

%

   

3.84

%

 

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 2.25% 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


25



Victory Fixed Income Funds
Victory INCORE Investment Quality Bond Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory INCORE Investment Quality Bond Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


26



Victory Fixed Income Funds
Victory INCORE Low Duration Bond Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory INCORE Low Duration Bond Fund seeks to provide a high level of current income consistent with preservation of capital.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


27



Victory Fixed Income Funds
Victory High Yield Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory High Yield Fund seeks to provide current income. Capital appreciation is a secondary objective.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


28



Victory Fixed Income Funds
Victory Tax-Exempt Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Tax-Exempt Fund seeks to maximize current income exempt from federal income taxes, consistent with the preservation of capital.

Portfolio Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


29



Victory Fixed Income Funds
Victory High Income Municipal Bond Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory High Income Municipal Bond Fund seeks to provide a high current income exempt from federal income taxes with a secondary objective of capital appreciation.

Portfolio Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


30



Victory Fixed Income Funds
Victory Floating Rate Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Floating Rate Fund seeks to provide a high level of current income.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


31



Victory Fixed Income Funds
Victory Strategic Income Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Strategic Income Fund seeks to provide a high current income with a secondary objective of capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


32



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (0.6%)

 
Santander Drive Auto Receivables Trust, Series 2020-1, Class A2A, 2.07%,
1/17/23, Callable 8/15/23 @ 100 (a)
 

$

36,336

   

$

36,497

   
Synchrony Credit Card Master Note Trust, Series 2018-1, Class A, 2.97%,
3/15/24
   

130,000

     

130,660

   

Total Asset-Backed Securities (Cost $166,700)

   

167,157

   

Collateralized Mortgage Obligations (0.9%)

 

Bank, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100

   

130,000

     

139,671

   
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%,
2/15/53
   

117,000

     

128,343

   

Total Collateralized Mortgage Obligations (Cost $254,308)

   

268,014

   

Preferred Stocks (2.0%)

 

Financials (0.7%):

 

AMG Capital Trust II, 10/15/37, 5.15%

   

255

     

12,376

   

Bank of America Corp., Series L, 7.25% (b)

   

45

     

68,336

   

KKR & Co., Inc., Series C, 9/15/23, 6.00%

   

865

     

52,143

   

Wells Fargo & Co., Series L, 7.50% (b)

   

50

     

75,895

   
     

208,750

   

Health Care (0.2%):

 

Danaher Corp., Series B, 4/15/23, 5.00% (d)

   

42

     

54,646

   

Industrials (0.2%):

 

Stanley Black & Decker, Inc., 11/15/22, 5.25%

   

635

     

71,018

   

Utilities (0.9%):

 

American Electric Power Co., Inc., 8/15/23, 6.13%

   

230

     

11,645

   

CenterPoint Energy, Inc., 4.57%, 9/15/29 (g)

   

455

     

28,183

   

Dominion Energy, Inc., Series A, 6/1/22, 7.25%

   

680

     

68,224

   

DTE Energy Co., 11/1/22, 6.25%

   

906

     

43,615

   

NextEra Energy, Inc., 3/1/23, 5.28%

   

1,190

     

60,500

   

The Southern Co., Series 2019, 8/1/22, 6.75%

   

1,057

     

54,858

   

   

267,025

   

Total Preferred Stocks (Cost $584,456)

   

601,439

   

Corporate Bonds (54.5%)

 

Communication Services (2.5%):

 

Alphabet, Inc., 2.05%, 8/15/50, Callable 2/15/50 @ 100

   

80,000

     

76,253

   
AT&T, Inc.
4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)
   

76,000

     

88,799

   

1.65%, 2/1/28, Callable 12/1/27 @ 100 (d)

   

51,000

     

52,127

   

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

   

126,000

     

162,726

   

CenturyLink, Inc., 6.75%, 12/1/23

   

50,000

     

55,641

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

70,000

     

82,231

   

2.80%, 1/15/51, Callable 7/15/50 @ 100

   

56,000

     

58,326

   

See notes to financial statements.


33



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (e)

 

$

62,000

   

$

65,988

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

60,000

     

67,627

   

3.38%, 2/15/25 (a)

   

38,000

     

42,196

   
     

751,914

   

Consumer Discretionary (5.9%):

 
Booking Holdings, Inc.
0.90%, 9/15/21
   

10,000

     

11,590

   

0.75%, 5/1/25 (d) (e)

   

45,000

     

65,376

   

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

   

315,000

     

336,171

   

Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81

   

48,000

     

51,740

   

Expedia Group, Inc., 3.60%, 12/15/23, Callable 11/15/23 @ 100 (e)

   

87,000

     

92,860

   

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

   

96,000

     

106,578

   

Hasbro, Inc., 2.60%, 11/19/22

   

130,000

     

134,728

   

Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44

   

48,000

     

52,655

   
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27,
Callable 4/1/22 @ 102.44
   

55,000

     

58,145

   

Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100

   

52,000

     

56,818

   

Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100

   

93,000

     

109,716

   

Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100

   

142,000

     

151,820

   

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

   

100,000

     

129,689

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

126,000

     

132,534

   

3.00%, 5/15/30, Callable 11/15/29 @ 100

   

118,000

     

128,659

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

70,000

     

75,152

   

0.88%, 4/15/26, Callable 3/15/26 @ 100

   

82,000

     

81,907

   
     

1,776,138

   

Consumer Staples (3.1%):

 

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

   

64,000

     

74,243

   

BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100

   

75,000

     

92,521

   

Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a)

   

30,000

     

30,891

   

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

   

52,000

     

68,539

   

Hormel Foods Corp., 1.80%, 6/11/30, Callable 3/11/30 @ 100

   

160,000

     

165,429

   

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

   

160,000

     

173,870

   

Molson Coors Beverage Co., 4.20%, 7/15/46, Callable 1/15/46 @ 100

   

42,000

     

48,051

   

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

   

92,000

     

116,746

   

The Coca-Cola Co., 2.95%, 3/25/25

   

117,000

     

129,015

   

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

   

39,000

     

55,834

   
     

955,139

   

Energy (4.1%):

 

Chevron USA, Inc., 1.02%, 8/12/27, Callable 6/12/27 @ 100

   

140,000

     

140,198

   

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

   

113,000

     

116,453

   

EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100

   

65,000

     

88,270

   

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

   

113,000

     

118,558

   

HollyFrontier Corp., 2.63%, 10/1/23

   

116,000

     

118,566

   

Phillips 66 Partners LP, 4.90%, 10/1/46, Callable 4/1/46 @ 100

   

90,000

     

101,183

   

See notes to financial statements.


34



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Pioneer Natural Resources Co.
0.25%, 5/15/25 (d) (e)
 

$

50,000

   

$

66,434

   

1.90%, 8/15/30, Callable 5/15/30 @ 100

   

109,000

     

108,060

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

120,000

     

124,005

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

62,000

     

69,771

   

6.63%, 6/15/37

   

140,000

     

185,662

   
     

1,237,160

   

Financials (14.0%):

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

185,000

     

204,573

   

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

   

20,000

     

27,908

   
Alleghany Corp.
3.63%, 5/15/30, Callable 2/15/30 @ 100
   

55,000

     

62,249

   

4.90%, 9/15/44, Callable 3/15/44 @ 100

   

89,000

     

114,798

   

Ares Capital Corp., 4.63%, 3/1/24

   

70,000

     

73,676

   
Bank of America Corp.
2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN
   

285,000

     

290,114

   

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

   

51,000

     

57,159

   

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

   

100,000

     

111,987

   

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

   

72,000

     

79,135

   

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

   

100,000

     

139,770

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

175,000

     

180,192

   

3.88%, 3/26/25

   

35,000

     

39,184

   

4.60%, 3/9/26 (a)

   

36,000

     

42,219

   

4.45%, 9/29/27 (a)

   

63,000

     

74,409

   

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

   

51,000

     

61,053

   
Fifth Third Bancorp
1.63%, 5/5/23, Callable 4/5/23 @ 100
   

55,000

     

56,594

   

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

   

261,000

     

284,598

   

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

   

200,000

     

209,894

   

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

   

49,000

     

52,765

   

Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100

   

110,000

     

111,716

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

170,000

     

188,746

   

5.60%, 7/15/41

   

52,000

     

78,306

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

144,000

     

155,228

   

3.75%, 2/25/23 (a)

   

300,000

     

321,584

   

3.13%, 7/27/26, MTN

   

305,000

     

340,968

   

Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22

   

50,000

     

53,927

   

SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100

   

164,000

     

184,708

   

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

   

260,000

     

267,407

   

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

   

92,000

     

103,629

   

See notes to financial statements.


35



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

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

$

180,000

   

$

211,090

   

4.90%, 11/17/45 (a)

   

80,000

     

106,483

   
     

4,286,069

   

Health Care (5.8%):

 
AbbVie, Inc.
3.20%, 11/21/29, Callable 8/21/29 @ 100
   

135,000

     

152,064

   

4.45%, 5/14/46, Callable 11/14/45 @ 100

   

62,000

     

78,924

   

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

   

70,000

     

88,563

   
Anthem, Inc.
2.38%, 1/15/25, Callable 12/15/24 @ 100
   

65,000

     

69,473

   

2.75%, 10/15/42

   

15,000

     

67,199

   

Baxter International, Inc., 3.50%, 8/15/46, Callable 2/15/46 @ 100

   

48,000

     

54,695

   

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

   

220,000

     

255,744

   

Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13

   

73,000

     

77,698

   

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

   

318,000

     

326,443

   

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

   

91,000

     

105,645

   

Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (e)

   

114,000

     

116,294

   

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

   

65,000

     

67,961

   
Illumina, Inc.
0.50%, 6/15/21
   

30,000

     

43,841

   

8/15/23 (j)

   

25,000

     

28,178

   

Merck & Co., Inc., 2.45%, 6/24/50, Callable 12/24/49 @ 100

   

59,000

     

61,109

   

Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100

   

63,000

     

61,011

   

Teladoc Health, Inc., 1.25%, 6/1/27 (e)

   

25,000

     

29,943

   

Universal Health Services, Inc., 2.65%, 10/15/30, Callable 7/15/30 @ 100 (e)

   

44,000

     

45,700

   

Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (e)

   

40,000

     

42,480

   
     

1,772,965

   

Industrials (5.2%):

 

Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100

   

105,000

     

106,508

   

Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100

   

75,000

     

80,486

   

CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100

   

85,000

     

97,759

   

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

   

130,000

     

133,012

   

Fortive Corp., 0.88%, 2/15/22

   

70,000

     

72,008

   

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

   

195,000

     

218,706

   

Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100

   

60,000

     

65,318

   

PACCAR Financial Corp., 0.80%, 6/8/23, MTN

   

100,000

     

101,065

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

65,000

     

75,697

   

6.25%, 12/1/37

   

60,000

     

87,345

   

Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100 (a) (d)

   

167,000

     

183,679

   

Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (e)

   

57,000

     

59,047

   

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

   

56,000

     

72,048

   

Southwest Airlines Co., 1.25%, 5/1/25

   

45,000

     

65,363

   

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

   

137,000

     

160,572

   
     

1,578,613

   

See notes to financial statements.


36



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Information Technology (6.6%):

 

Akamai Technologies, Inc., 0.13%, 5/1/25

 

$

35,000

   

$

43,318

   

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

   

53,000

     

75,648

   

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

   

77,000

     

78,810

   
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable
11/15/23 @ 100 (a)
   

57,000

     

61,658

   

Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100

   

140,000

     

170,270

   

Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100

   

153,000

     

171,756

   

Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100

   

55,000

     

62,173

   

Intel Corp., 3.40%, 3/25/25, Callable 2/25/25 @ 100

   

102,000

     

113,304

   

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

   

59,000

     

70,781

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

49,000

     

57,343

   

5.33%, 2/6/29, Callable 11/6/28 @ 100

   

130,000

     

162,802

   

3.13%, 5/1/32, Callable 5/4/21 @ 100 (g)

   

8,000

     

60,203

   

NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (e)

   

38,000

     

40,822

   

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

   

70,000

     

73,119

   

Novellus Systems, Inc., 2.63%, 5/15/41

   

1,000

     

14,724

   

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

   

85,000

     

86,029

   

PayPal Holdings, Inc., 1.65%, 6/1/25, Callable 5/1/25 @ 100

   

184,000

     

192,434

   

ServiceNow, Inc., 6/1/22

   

2,000

     

8,153

   

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

   

66,000

     

88,385

   

Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100

   

123,000

     

117,002

   

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

   

170,000

     

176,416

   

Western Digital Corp., 1.50%, 2/1/24

   

65,000

     

64,606

   
     

1,989,756

   

Materials (1.5%):

 

Celanese US Holdings LLC, 4.63%, 11/15/22 (a)

   

100,000

     

107,354

   

Domtar Corp., 6.75%, 2/15/44, Callable 8/15/43 @ 100

   

74,000

     

93,358

   

Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100

   

71,000

     

75,095

   
Steel Dynamics, Inc.
2.40%, 6/15/25, Callable 5/15/25 @ 100
   

22,000

     

23,422

   

1.65%, 10/15/27, Callable 8/15/27 @ 100

   

45,000

     

46,249

   

3.25%, 10/15/50, Callable 4/15/50 @ 100

   

84,000

     

87,297

   
     

432,775

   

Real Estate (2.8%):

 

Duke Realty LP, 3.05%, 3/1/50, Callable 9/1/49 @ 100

   

72,000

     

78,183

   

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

   

285,000

     

296,719

   

Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (e)

   

48,000

     

51,949

   

Physicians Realty LP, 3.95%, 1/15/28, Callable 10/15/27 @ 100

   

60,000

     

64,556

   

Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100

   

58,000

     

58,774

   

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

   

155,000

     

159,182

   

Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100

   

65,000

     

72,652

   

STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100

   

80,000

     

81,302

   
     

863,317

   

Utilities (3.0%):

 

Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100

   

100,000

     

100,809

   

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

   

120,000

     

132,108

   

See notes to financial statements.


37



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

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

 

$

110,000

   

$

159,863

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

145,000

     

151,811

   

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

   

105,000

     

140,116

   

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

   

65,000

     

79,029

   

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

   

134,000

     

147,551

   

   

911,287

   

Total Corporate Bonds (Cost $15,422,101)

   

16,555,133

   

Residential Mortgage-Backed Securities (0.3%)

 
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16,
Class M1, 1.47% (LIBOR01M+132bps), 10/25/32, Callable 1/25/21 @ 100 (f)
   

63,629

     

63,804

   
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46,
Callable 12/25/22 @ 100 (a) (e) (h)
   

34,309

     

34,447

   

Total Residential Mortgage-Backed Securities (Cost $97,265)

   

98,251

   

Yankee Dollars (10.8%)

 

Communication Services (0.9%):

 
Vodafone Group PLC
3.75%, 1/16/24
   

142,000

     

155,238

   

5.25%, 5/30/48

   

89,000

     

123,569

   
     

278,807

   

Consumer Discretionary (0.9%):

 

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

   

245,000

     

268,250

   

Consumer Staples (3.9%):

 

Barry Callebaut Services NV, 5.50%, 6/15/23 (e)

   

275,000

     

301,642

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

400,000

     

419,531

   
Suntory Holdings Ltd.
2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (e)
   

258,000

     

265,273

   

2.25%, 10/16/24, Callable 9/16/24 @ 100 (e)

   

200,000

     

208,466

   
     

1,194,912

   

Energy (0.8%):

 

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

   

65,000

     

68,003

   

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

   

133,000

     

148,626

   

Statoil ASA, 3.95%, 5/15/43

   

20,000

     

24,326

   
     

240,955

   

Financials (2.6%):

 
Barclays Bank PLC
2/4/25 (a)
   

35,000

     

44,018

   

2/18/25

   

30,000

     

33,212

   

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

   

200,000

     

206,418

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

95,000

     

132,699

   

4.20%, 5/13/50, Callable 11/13/49 @ 100 (e)

   

25,000

     

30,686

   

See notes to financial statements.


38



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 
Security Description   Principal
Amount
 

Value

 

NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (e)

 

$

200,000

   

$

218,824

   

Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100

   

85,000

     

92,455

   
     

758,312

   

Industrials (0.8%):

 
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25,
Callable 6/15/25 @ 100
   

150,000

     

179,319

   

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

   

60,000

     

70,816

   
     

250,135

   

Materials (0.5%):

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

80,000

     

90,361

   

5.20%, 11/2/40

   

50,000

     

72,950

   
     

163,311

   

Utilities (0.4%):

 
Iberdrola International BV
6.75%, 9/15/33
   

35,000

     

47,283

   

6.75%, 7/15/36

   

47,000

     

71,669

   
     

118,952

   

Total Yankee Dollars (Cost $3,074,178)

   

3,273,634

   

U.S. Government Mortgage-Backed Agencies (25.4%)

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

14,033

     

14,485

   

Series 4395, Class PA, 2.50%, 4/15/37 – 7/1/50 (a)

   

253,128

     

266,916

   

5.50%, 6/1/38

   

35,193

     

41,598

   

7.00%, 9/1/38 (a)

   

7,358

     

9,010

   

Series 4320, Class AP, 3.50%, 7/15/39 – 12/15/48 (a)

   

434,155

     

463,549

   

4.50%, 1/1/41 – 7/1/44 (a)

   

458,683

     

512,072

   

Series 4444, Class CH, 3.00%, 1/15/41 (a)

   

78,794

     

79,780

   

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

   

45,497

     

46,566

   

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

   

210,274

     

218,285

   
     

1,652,261

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

67,620

     

78,396

   

5.50%, 4/1/22 – 1/1/38 (a)

   

126,367

     

146,582

   

7.00%, 8/1/23 – 6/1/32

   

18,170

     

21,702

   

7.50%, 12/1/29 – 2/1/31 (a)

   

17,575

     

20,386

   

8.00%, 6/1/30 – 9/1/30

   

12,013

     

14,243

   

5.00%, 12/1/34 – 3/1/40

   

64,801

     

73,815

   

2.16% (LIBOR12M+166bps), 12/1/36 (a) (f)

   

26,460

     

26,938

   

4.50%, 12/1/38 – 5/25/40 (a)

   

276,560

     

296,841

   

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

   

615,776

     

647,050

   

3.50%, 8/1/39 – 12/25/50

   

1,496,820

     

1,580,127

   

3.00%, 6/1/40 – 5/1/48

   

2,026,673

     

2,151,845

   

4.00%, 11/1/43 – 6/1/49 (a)

   

792,791

     

881,033

   
     

5,938,958

   

See notes to financial statements.


39



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 
Government National Mortgage Association
3.00%, 8/20/50
 

$

98,584

   

$

103,438

   

Multi-family (0.1%):

 

Collateralized Mortgage Obligations (0.1%):

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

15,986

     

18,601

   

Total U.S. Government Mortgage-Backed Agencies (Cost $7,458,995)

   

7,713,258

   

U.S. Treasury Obligations (2.7%)

 

U.S. Treasury Bonds, 1.13%, 5/15/40 (a)

   

663,000

     

629,436

   

U.S. Treasury Notes, 2.00%, 8/15/25 (a)

   

170,000

     

183,135

   

Total U.S. Treasury Obligations (Cost $820,711)

   

812,571

   

Collateral for Securities Loaned^ (1.1%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (i)

   

5,576

     

5,576

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (i)

   

191,570

     

191,570

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class,
0.04% (i)
   

2,783

     

2,783

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (i)

   

22,189

     

22,189

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class,
0.09% (i)
   

99,764

     

99,764

   

Total Collateral for Securities Loaned (Cost $321,882)

   

321,882

   

Total Investments (Cost $28,200,596) — 98.3%

   

29,811,339

   

Other assets in excess of liabilities — 1.7%

   

510,197

   

NET ASSETS — 100.00%

 

$

30,321,536

   

^  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)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

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

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, the fair value of these securities was $2,642,432 and amounted to 8.7% of net assets.

(f)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.

(g)  Continuously callable with 30 days' notice.

(h)  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, 2020.

See notes to financial statements.


40



Victory Portfolios
Victory INCORE Investment Quality Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

(i)  Rate disclosed is the daily yield on December 31, 2020.

(j)  Zero coupon bond.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

Futures Contracts Purchased

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

5-Year U.S. Treasury Note Futures

   

14

   

3/31/21

 

$

1,762,736

   

$

1,766,297

   

$

3,561

   
Ultra Long Term U.S. Treasury Bond
Futures
   

3

   

3/22/21

   

642,151

     

640,687

     

(1,464

)

 
   

$

2,097

   

Futures Contracts Sold

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

3

   

3/22/21

 

$

414,552

   

$

414,234

   

$

318

   
   

Total unrealized appreciation

             

$

3,879

   
   

Total unrealized depreciation

               

(1,464

)

 
   

Total net unrealized appreciation (depreciation)

             

$

2,415

   

See notes to financial statements.


41



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Asset-Backed Securities (1.4%)

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

$

223,284

   

$

223,313

   
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%,
1/18/24, Callable 10/18/22 @ 100 (a)
   

3,200,000

     

3,250,262

   
Santander Drive Auto Receivables Trust, Series 2020-1, Class A2A, 2.07%,
1/17/23, Callable 8/15/23 @ 100 (a)
   

280,305

     

281,546

   

Total Asset-Backed Securities (Cost $3,703,200)

   

3,755,121

   

Collateralized Mortgage Obligations (3.2%)

 
Benefit Street Partners CLO III Ltd., Series 2013-IIIA, Class AIR, 1.47%
(LIBOR03M+125bps), 7/20/29, Callable 1/20/21 @ 100 (a) (b) (c)
   

1,497,580

     

1,497,608

   
Galaxy CLO Ltd., Series 2017-24A, Class A, 1.36% (LIBOR03M+112bps),
1/15/31, Callable 1/15/21 @ 100 (a) (b) (c)
   

2,000,000

     

1,991,004

   
Steele Creek CLO Ltd., Series 2017-1A, Class A, 1.49% (LIBOR03M+125bps),
1/15/30, Callable 1/15/21 @ 100 (a) (b) (c)
   

2,825,000

     

2,811,055

   
Voya CLO Ltd., Series 2017-4A, Class A1, 1.37% (LIBOR03M+113bps),
10/15/30, Callable 1/15/21 @ 100 (a) (b) (c)
   

2,000,000

     

1,996,003

   

Total Collateralized Mortgage Obligations (Cost $8,266,739)

   

8,295,670

   

Preferred Stocks (2.0%)

 

Financials (0.7%):

 

AMG Capital Trust II, 10/15/37, 5.15%

   

2,175

     

105,564

   

Bank of America Corp., Series L, 7.25% (d)

   

370

     

561,874

   

KKR & Co., Inc., Series C, 9/15/23, 6.00%

   

7,455

     

449,387

   

Wells Fargo & Co., Series L, 7.50% (d)

   

425

     

645,107

   
     

1,761,932

   

Health Care (0.2%):

 

Danaher Corp., Series B, 4/15/23, 5.00% (f)

   

365

     

474,902

   

Industrials (0.2%):

 

Stanley Black & Decker, Inc., 11/15/22, 5.25%

   

5,290

     

591,634

   

Utilities (0.9%):

 

American Electric Power Co., Inc., 8/15/23, 6.13%

   

1,930

     

97,716

   

CenterPoint Energy, Inc., 4.57%, 9/15/29 (g)

   

3,880

     

240,327

   

Dominion Energy, Inc., Series A, 6/1/22, 7.25%

   

5,730

     

574,891

   

DTE Energy Co., 11/1/22, 6.25%

   

7,629

     

367,260

   

NextEra Energy, Inc., 3/1/23, 5.28%

   

9,950

     

505,858

   

The Southern Co., Series 2019, 8/1/22, 6.75%

   

8,901

     

461,962

   

   

2,248,014

   

Total Preferred Stocks (Cost $4,936,343 )

   

5,076,482

   

Corporate Bonds (40.5%)

 

Communication Services (4.1%):

 

AT&T, Inc., 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a)

   

514,000

     

600,563

   

CenturyLink, Inc., 6.75%, 12/1/23

   

424,000

     

471,836

   

See notes to financial statements.


42



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Comcast Corp., 3.10%, 4/1/25, Callable 3/1/25 @ 100 (a)

 

$

1,182,000

   

$

1,299,940

   

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

   

4,185,000

     

4,195,295

   

Sirius XM Radio, Inc., 4.63%, 7/15/24, Callable 7/15/21 @ 102.31 (a) (c)

   

836,000

     

866,589

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

1,866,000

     

2,103,186

   

3.38%, 2/15/25 (a)

   

354,000

     

393,085

   

1.32% (LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (b)

   

827,000

     

849,470

   
     

10,779,964

   

Consumer Discretionary (6.3%):

 

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

   

409,000

     

492,289

   
Booking Holdings, Inc.
0.90%, 9/15/21
   

105,000

     

121,698

   

0.75%, 5/1/25 (c) (f)

   

360,000

     

523,010

   

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

   

3,027,000

     

3,258,535

   

Expedia Group, Inc., 3.60%, 12/15/23, Callable 11/15/23 @ 100 (c)

   

1,020,000

     

1,088,698

   

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

   

1,297,000

     

1,439,916

   

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

   

3,380,000

     

3,396,630

   
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%,
4/1/27, Callable 4/1/22 @ 102.44
   

620,000

     

655,452

   

LGI Homes, Inc., 6.88%, 7/15/26, Callable 7/15/21 @ 103.44 (a) (c) (f)

   

244,000

     

255,897

   

Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100

   

1,247,000

     

1,333,242

   

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

   

3,283,000

     

3,453,257

   
     

16,018,624

   

Consumer Staples (2.7%):

 

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

   

620,000

     

719,225

   

BAT Capital Corp., 4.70%, 4/2/27, Callable 2/2/27 @ 100 (a)

   

1,400,000

     

1,650,782

   

Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a)

   

792,000

     

815,530

   

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

   

1,385,000

     

1,505,066

   
Tyson Foods, Inc.
2.25%, 8/23/21, Callable 7/23/21 @ 100
   

1,080,000

     

1,091,372

   

3.95%, 8/15/24, Callable 5/15/24 @ 100

   

1,170,000

     

1,300,537

   
     

7,082,512

   

Energy (2.6%):

 

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

   

801,000

     

825,479

   

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

   

975,000

     

1,022,960

   

HollyFrontier Corp., 2.63%, 10/1/23

   

971,000

     

992,479

   

Pioneer Natural Resources Co., 0.25%, 5/15/25 (c)

   

410,000

     

544,762

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

1,010,000

     

1,043,703

   
Valero Energy Corp.
2.70%, 4/15/23 (a)
   

951,000

     

993,082

   

1.20%, 3/15/24

   

1,020,000

     

1,027,507

   

4.00%, 4/1/29, Callable 1/1/29 @ 100 (a)

   

382,000

     

429,880

   
     

6,879,852

   

Financials (6.9%):

 

Ares Capital Corp., 4.63%, 3/1/24 (f)

   

590,000

     

620,976

   

Bank of America Corp., 4.20%, 8/26/24, MTN (a)

   

458,000

     

513,313

   

See notes to financial statements.


43



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Capital One Financial Corp.
3.45%, 4/30/21, Callable 3/30/21 @ 100 (a)
 

$

3,500,000

   

$

3,526,040

   

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

   

684,000

     

751,784

   

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

   

404,000

     

477,160

   
Dana Financing Luxembourg S.a.r.l., 5.75%, 4/15/25, Callable
2/11/21 @ 104.31 (a) (c)
   

772,000

     

801,019

   
Fifth Third Bancorp
1.63%, 5/5/23, Callable 4/5/23 @ 100
   

1,660,000

     

1,708,123

   

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

   

799,000

     

871,238

   

Ford Motor Credit Co. LLC, 3.10%, 5/4/23 (a)

   

1,500,000

     

1,513,305

   

JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (c)

   

435,000

     

466,538

   

Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 2/11/21 @ 100 (a)

   

637,000

     

643,192

   

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

   

1,004,000

     

1,082,282

   

Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22

   

385,000

     

415,234

   
The Goldman Sachs Group, Inc., 1.97% (LIBOR03M+175bps), 10/28/27,
Callable 10/28/26 @ 100 (a) (b) (f)
   

1,500,000

     

1,573,274

   
Zions Bancorp NA
3.50%, 8/27/21 (a)
   

1,785,000

     

1,818,361

   

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

   

1,090,000

     

1,120,967

   
     

17,902,806

   

Health Care (4.5%):

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

1,211,000

     

1,217,794

   

3.85%, 6/15/24, Callable 3/15/24 @ 100

   

2,545,000

     

2,802,935

   

Anthem, Inc., 2.75%, 10/15/42 (f)

   

130,000

     

582,388

   

Biogen, Inc., 3.63%, 9/15/22

   

1,025,000

     

1,080,822

   

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

   

3,354,000

     

3,364,800

   

Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13

   

621,000

     

660,961

   

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

   

560,000

     

585,508

   

Illumina, Inc.

 

0.50%, 6/15/21

   

245,000

     

358,036

   

8/15/23 (k)

   

195,000

     

219,786

   

Teladoc Health, Inc., 1.25%, 6/1/27 (c)

   

215,000

     

257,507

   

Upjohn, Inc., 1.13%, 6/22/22 (c)

   

525,000

     

529,872

   
     

11,660,409

   

Industrials (1.7%):

 

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

   

1,115,000

     

1,140,834

   

EnPro Industries, Inc., 5.75%, 10/15/26, Callable 10/15/21 @ 104.31 (a)

   

725,000

     

774,372

   

Fortive Corp., 0.88%, 2/15/22

   

580,000

     

596,637

   
Roper Technologies, Inc.
0.45%, 8/15/22
   

1,019,000

     

1,020,651

   

2.95%, 9/15/29, Callable 6/15/29 @ 100 (a)

   

391,000

     

430,053

   

Southwest Airlines Co., 1.25%, 5/1/25

   

355,000

     

515,638

   
     

4,478,185

   

Information Technology (4.9%):

 

Akamai Technologies, Inc., 0.13%, 5/1/25

   

305,000

     

377,482

   

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

   

988,000

     

1,011,218

   

See notes to financial statements.


44



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable
11/15/23 @ 100 (a)
 

$

1,425,000

   

$

1,541,452

   

Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (f)

   

445,000

     

503,033

   

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

   

501,000

     

601,040

   

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

   

3,328,000

     

3,358,053

   

Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100

   

941,000

     

1,018,792

   

Maxim Integrated Products, Inc., 3.38%, 3/15/23, Callable 12/15/22 @ 100

   

901,000

     

948,708

   

Micron Technology, Inc., 3.13%, 5/1/32, Callable 5/4/21 @ 100 (f) (g)

   

62,000

     

466,571

   

NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (c)

   

642,000

     

676,264

   

Novellus Systems, Inc., 2.63%, 5/15/41

   

10,000

     

147,239

   

PayPal Holdings, Inc., 2.20%, 9/26/22 (a)

   

757,000

     

782,049

   

Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100

   

1,000,000

     

1,086,379

   

ServiceNow, Inc., 6/1/22

   

20,000

     

81,530

   

Western Digital Corp., 1.50%, 2/1/24

   

505,000

     

501,943

   
     

13,101,753

   

Materials (0.9%):

 

Celanese US Holdings LLC, 4.63%, 11/15/22 (a)

   

855,000

     

917,877

   

Nucor Corp., 4.00%, 8/1/23, Callable 5/1/23 @ 100

   

1,190,000

     

1,286,283

   
     

2,204,160

   

Real Estate (2.9%):

 

American Tower Corp., 3.00%, 6/15/23 (a)

   

1,000,000

     

1,060,410

   

Duke Realty LP, 3.63%, 4/15/23, Callable 1/15/23 @ 100 (a)

   

1,230,000

     

1,300,245

   

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

   

1,019,000

     

1,019,856

   

Host Hotels & Resorts LP, 4.00%, 6/15/25, Callable 3/15/25 @ 100 (f)

   

754,000

     

811,402

   

Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (c)

   

638,000

     

690,488

   

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

   

1,629,000

     

1,695,007

   

Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100

   

500,000

     

522,055

   

Weingarten Realty Investors, 3.38%, 10/15/22, Callable 7/15/22 @ 100 (a)

   

365,000

     

376,498

   
     

7,475,961

   

Utilities (3.0%):

 

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

   

2,900,000

     

2,906,961

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

2,681,000

     

2,788,589

   

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

   

591,000

     

669,467

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

1,462,000

     

1,530,670

   

   

7,895,687

   

Total Corporate Bonds (Cost $101,364,598)

   

105,479,913

   

Residential Mortgage-Backed Securities (3.7%)

 
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.97%, 10/25/33, Callable
1/25/21 @ 100 (a) (i)
   

1,367,631

     

1,367,631

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

13,330

     

13,946

   
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7,
Class 4A1, 2.90%, 11/25/34, Callable 1/25/21 @ 100 (a) (i)
   

1,129,541

     

1,129,541

   

See notes to financial statements.


45



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%, 10/25/20,
Callable 5/25/31 @ 100 (a)
 

$

16,074

   

$

15,970

   
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46,
Callable 12/25/22 @ 100 (a) (c) (i)
   

428,864

     

430,587

   
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34,
Callable 1/25/21 @ 100 (a)
   

44,062

     

42,467

   
JPMorgan Mortgage Trust, Series 2016-3, Class 1A3, 3.48%, 10/25/46,
Callable 12/25/22 @ 100 (a) (c) (i)
   

293,445

     

294,263

   
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.94%, 10/25/29,
Callable 3/25/23 @ 100 (a) (c) (i)
   

2,527,533

     

2,558,382

   
JPMorgan Mortgage Trust, Series 2017-1, Class A5, 3.50%, 1/25/47,
Callable 2/25/23 @ 100 (a) (c) (i)
   

184,190

     

184,347

   
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47,
Callable 4/25/23 @ 100 (a) (c) (i)
   

1,310,593

     

1,324,464

   
Madison Park Funding Ltd., Series 2007-4A, Class AR, 1.41%
(LIBOR03M+120bps), 7/29/30, Callable 1/29/21 @ 100 (a) (b) (c)
   

2,250,000

     

2,246,660

   

Total Residential Mortgage-Backed Securities (Cost $9,609,756)

   

9,608,258

   

Yankee Dollars (7.1%)

 

Communication Services (0.3%):

 

Vodafone Group PLC, 2.95%, 2/19/23 (a)

   

631,000

     

664,664

   

Consumer Staples (3.7%):

 

Barry Callebaut Services NV, 5.50%, 6/15/23 (c)

   

2,346,000

     

2,573,280

   

Heineken NV, 3.40%, 4/1/22 (c)

   

1,570,000

     

1,624,903

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

2,391,000

     

2,507,753

   

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

   

833,000

     

879,615

   

Suntory Holdings Ltd., 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (c)

   

2,122,000

     

2,181,819

   
     

9,767,370

   

Energy (0.7%):

 

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

   

1,305,000

     

1,365,291

   

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

   

495,000

     

553,158

   
     

1,918,449

   

Financials (1.8%):

 
Barclays Bank PLC
2/4/25 (a)
   

270,000

     

339,570

   

2/18/25

   

230,000

     

254,622

   

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

   

1,675,000

     

1,728,751

   

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

   

2,214,000

     

2,334,951

   
     

4,657,894

   

Materials (0.6%):

 

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

   

1,524,000

     

1,536,755

   

Total Yankee Dollars (Cost $18,175,781)

   

18,545,132

   

See notes to financial statements.


46



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

U.S. Government Mortgage-Backed Agencies (7.0%)

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

$

751,472

   

$

852,759

   

5.50%, 10/25/23 (a)

   

3,404

     

3,566

   

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

   

351,910

     

352,481

   

7.00%, 9/1/38 (a)

   

3,532

     

4,325

   

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

   

1,086,115

     

1,158,523

   

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

   

3,749,015

     

3,850,491

   

Series 4444, Class CH, 3.00%, 1/15/41 (a)

   

1,444,564

     

1,462,626

   

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

   

488,594

     

500,068

   
     

8,184,839

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

1,136,733

     

1,323,232

   

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

   

982,916

     

1,000,585

   

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

   

2,505,748

     

2,670,471

   

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

   

695,332

     

712,186

   

5.00%, 2/1/41 – 10/1/41 (a)

   

2,917,193

     

3,312,582

   

Series 2018-29, Class PA, 3.50%, 3/25/44 (a)

   

864,615

     

877,986

   
     

9,897,042

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

95,212

     

95,318

   

Total U.S. Government Mortgage-Backed Agencies (Cost $17,809,238)

   

18,177,199

   

U.S. Treasury Obligations (32.7%)

 
U.S. Treasury Notes
0.13%, 4/15/22 (a)
   

19,924,284

     

20,341,490

   

0.13%, 6/30/22 (a)

   

22,301,000

     

22,304,485

   

0.13%, 7/15/23

   

25,755,000

     

25,740,914

   

0.13%, 10/15/23

   

16,800,000

     

16,786,875

   

Total U.S. Treasury Obligations (Cost $84,758,376)

   

85,173,764

   

Collateral for Securities Loaned^ (0.8%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (j)

   

36,151

     

36,151

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (j)

   

1,241,991

     

1,241,991

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (j)
   

18,041

     

18,041

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (j)

   

143,854

     

143,854

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (j)
   

646,794

     

646,794

   

Total Collateral for Securities Loaned (Cost $2,086,831)

   

2,086,831

   

Total Investments (Cost $250,710,862) — 98.4%

   

256,198,370

   

Other assets in excess of liabilities — 1.6%

   

4,121,624

   

NET ASSETS — 100.00%

 

$

260,319,994

   

^  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.


47



Victory Portfolios
Victory INCORE Low Duration Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

(b)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.

(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, 2020, the fair value of these securities was $37,402,845 and amounted to 14.4% of net assets.

(d)  Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.

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

(g)  Continuously callable with 30 days' notice.

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

(i)  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, 2020.

(j)  Rate disclosed is the daily yield on December 31, 2020.

(k)  Zero coupon bond.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

Futures Contracts Sold

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

56

   

3/22/21

 

$

7,726,056

   

$

7,732,375

   

$

(6,319

)

 

5-Year U.S. Treasury Note Futures

   

46

   

3/31/21

   

5,790,091

     

5,803,547

     

(13,456

)

 
   

$

(19,775

)

 
   

Total unrealized appreciation

             

$

   
   

Total unrealized depreciation

             

$

(19,775

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(19,775

)

 

See notes to financial statements.


48



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.7%)

 

Communication Services (0.7%):

 

AMC Networks, Inc., Class A (a) (b)

   

12,000

   

$

429,240

   

iHeartMedia, Inc., Class A (a) (b)

   

30,500

     

395,890

   

Nexstar Media Group, Inc., Class A

   

7,250

     

791,628

   
     

1,616,758

   
Consumer Discretionary (0.0%): (l)  

New TMW TOPCO Inc

   

31,563

     

118,361

   

Total Common Stocks (Cost $1,747,625)

   

1,735,119

   

Senior Secured Loans (13.0%)

 
Academy, Ltd., Initial Term Loan, First Lien, 5.75% (LIBOR01M+500bps),
11/6/27 (c)
 

$

2,750,000

     

2,736,938

   
Air Methods Corp., Initial Term Loans, First Lien, 4.50% (LIBOR03M+350bps),
4/21/24 (c)
   

1,979,487

     

1,901,297

   
Alphabet Holding Co., Inc., Initial Term Loan Second Lien, Second Lien, 7.90%
(LIBOR01M+775bps), 8/15/25 (c)
   

1,500,000

     

1,490,250

   
Bass Pro Group, LLC, Initial Term Loans, First Lien, 5.75% (LIBOR03M+500bps),
12/16/23 (c)
   

2,949,656

     

2,954,937

   
Caesars Resort Collection, LLC, Term B-1 Loans, First Lien, 4.65%
(LIBOR01M+450bps), 6/19/25 (c)
   

1,995,000

     

1,995,618

   
Dayco Products, LLC, Term Loans, First Lien, 4.48% (LIBOR03M+425bps),
5/19/24 (c)
   

965,000

     

735,330

   
Dynasty Acquisition Co., Inc., Term B-1 Loans, First Lien, 3.75%
(LIBOR03M+350bps), 4/6/26 (c)
   

1,543,582

     

1,466,403

   
Froneri International Ltd., Second Lien Term Loan, Second Lien, 5.90%
(LIBOR01M+575bps), 1/30/28 (c)
   

500,000

     

502,500

   
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25%
(LIBOR02M+250bps), 10/4/23 (c)
   

1,988,778

     

1,915,750

   
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.21%
(LIBOR03M+500bps), 10/26/25 (c)
   

2,680,291

     

2,601,571

   
Leslie's Poolmart, Inc., Tranche B Term Loans, First Lien, 3.65%
(LIBOR01M+350bps), 8/16/23 (c)
   

979,798

     

977,760

   
LifeScan Global Corp., Initial Term Loan, First Lien, 6.23%
(LIBOR03M+600bps), 6/19/24 (c)
   

1,751,192

     

1,663,632

   
Navistar, Inc., Tranche B Term Loan, First Lien, 3.66%
(LIBOR01M+350bps), 11/2/24 (c)
   

1,957,310

     

1,952,906

   
Reynolds Group Holdings, Inc., 2017, Incremental US Term Loans, First Lien,
2.90% (LIBOR01M+275bps), 2/5/23 (c)
   

671,629

     

668,270

   
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.65%
(LIBOR01M+850bps), 5/26/26 (c)
   

1,000,000

     

951,880

   
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien, 11.00%
(LIBOR03M+900bps), 12/23/25 (c)
   

1,864,865

     

1,864,865

   
Spectacle Gary Holdings LLC, Delayed Draw Term Loan, First Lien, 11.25%
(PRIME+800bps), 12/23/25 (c)
   

135,135

     

135,135

   
Standard Aero Ltd., Term B-2 Loans, First Lien, 3.72% – 3.75%
(LIBOR03M+350bps), 4/6/26 (c)
   

829,883

     

788,389

   

See notes to financial statements.


49



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Stars Group Holdings BV, Term Loan, First Lien, 3.75%
(LIBOR03M+350bps), 6/27/25 (c)
   

881,485

     

884,183

   
Team Health Holdings, Inc., Initial Term Loans, First Lien, 3.75%
(LIBOR01M+275bps), 2/6/24 (c)
   

1,476,982

     

1,311,619

   
TENNECo., Inc., Tranche B Term Loan, First Lien, 3.15% (LIBOR01M+300bps),
6/18/25 (c)
   

1,964,925

     

1,912,520

   
The Men's Wearhouse LLC, Term Loan, First Lien, 9.00% (LIBOR01M+800bps),
12/1/25 (c)
   

1,660,589

     

1,394,895

   

Total Senior Secured Loans (Cost $32,715,188)

   

32,806,648

   

Corporate Bonds (76.4%)

 

Communication Services (12.2%):

 

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

   

3,000,000

     

3,097,350

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

1,000,000

     

1,055,930

   

Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (d)

   

2,710,000

     

2,764,688

   
Entercom Media Corp.
7.25%, 11/1/24, Callable 2/11/21 @ 103.63 (b) (d)
   

1,750,000

     

1,752,853

   

6.50%, 5/1/27, Callable 5/1/22 @ 104.88 (b) (d)

   

2,500,000

     

2,540,425

   

Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (d)

   

2,750,000

     

2,802,635

   

iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 5/1/22 @ 104.19

   

1,750,000

     

1,866,410

   

Meredith Corp., 6.88%, 2/1/26, Callable 2/11/21 @ 103.44 (b)

   

2,500,000

     

2,449,025

   

Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/15/22 @ 104.22 (d)

   

3,000,000

     

3,225,779

   

Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (d)

   

3,000,000

     

3,117,929

   
Sirius XM Radio, Inc.
4.63%, 7/15/24, Callable 7/15/21 @ 102.31 (d) (f)
   

1,000,000

     

1,036,590

   

5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (d) (f)

   

2,000,000

     

2,204,940

   

Townsquare Media, Inc., 6.88%, 2/1/26, Callable 2/1/23 @ 103.44 (d) (e)

   

450,000

     

470,790

   
Univision Communications, Inc., 5.13%, 2/15/25, Callable
1/22/21 @ 102.56 (b) (d)
   

2,500,000

     

2,528,575

   
     

30,913,919

   

Consumer Discretionary (18.4%):

 

Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (d)

   

2,750,000

     

2,875,813

   

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

   

2,000,000

     

2,101,820

   
Boyd Gaming Corp.
8.63%, 6/1/25, Callable 6/1/22 @ 104.31 (d)
   

1,700,000

     

1,888,989

   

6.38%, 4/1/26, Callable 4/1/21 @ 103.19

   

2,250,000

     

2,334,060

   
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25, Callable
1/22/21 @ 102.63 (d)
   

2,500,000

     

2,523,600

   
Clarios Global LP/Clarios US Finance Co., 8.50%, 5/15/27, Callable
5/15/22 @ 104.25 (d)
   

3,000,000

     

3,254,820

   
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27,
Callable 8/15/22 @ 103.31 (b) (d) (f)
   

6,000,000

     

3,629,519

   

Ford Motor Co., 9.00%, 4/22/25, Callable 3/22/25 @ 100 (f)

   

3,000,000

     

3,678,720

   
International Game Technology PLC, 5.25%, 1/15/29, Callable
1/15/24 @ 102.63 (d)
   

2,000,000

     

2,152,700

   

LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (d)

   

1,800,000

     

1,867,572

   

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

   

2,000,000

     

2,195,960

   

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

   

2,475,000

     

2,757,596

   

See notes to financial statements.


50



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Michaels Stores, Inc., 8.00%, 7/15/27, Callable 7/15/22 @ 104 (b) (d)

 

$

2,750,000

   

$

2,975,445

   

PetSmart, Inc., 8.88%, 6/1/25, Callable 1/22/21 @ 104.44 (d)

   

2,750,000

     

2,825,598

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

3,000,000

     

3,230,849

   
Specialty Building Products Holdings LLC/SBP Finance Corp., 6.38%, 9/30/26,
Callable 9/30/22 @ 103.19 (d)
   

1,350,000

     

1,426,680

   

Tenneco, Inc., 7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (d)

   

1,800,000

     

2,021,040

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

1,200,000

     

1,352,772

   

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

   

1,000,000

     

1,120,730

   
     

46,214,283

   

Consumer Staples (3.4%):

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

2,750,000

     

2,992,935

   

Dole Food Co., Inc., 7.25%, 6/15/25, Callable 2/11/21 @ 103.63 (d)

   

2,250,000

     

2,297,317

   
Simmons Foods, Inc.
7.75%, 1/15/24, Callable 2/11/21 @ 103.88 (d)
   

1,715,000

     

1,785,744

   

5.75%, 11/1/24, Callable 2/11/21 @ 102.88 (d)

   

1,469,000

     

1,501,259

   
     

8,577,255

   

Energy (5.8%):

 
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%,
9/15/24, Callable 1/27/21 @ 102.69 (b)
   

2,750,000

     

2,688,208

   
Antero Resources Corp.
5.63%, 6/1/23, Callable 2/11/21 @ 101.41 (b)
   

1,184,000

     

1,157,774

   

8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (d) (e)

   

2,750,000

     

2,798,153

   

Callon Petroleum Co., 9.00%, 4/1/25, Callable 10/1/22 @ 105 (d)

   

1,500,000

     

1,352,190

   

Centennial Resource Production LLC, 6.88%, 4/1/27, Callable 4/1/22 @ 103.44 (d)

   

980,000

     

702,552

   

Laredo Petroleum, Inc., 9.50%, 1/15/25, Callable 1/15/22 @ 104.75

   

650,000

     

566,111

   

Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100 (b)

   

950,000

     

990,052

   
QEP Resources, Inc.
5.25%, 5/1/23, Callable 2/1/23 @ 100
   

1,470,000

     

1,550,409

   

5.63%, 3/1/26, Callable 12/1/25 @ 100

   

167,000

     

183,192

   

Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100

   

1,500,000

     

1,470,030

   

SM Energy Co., 6.75%, 9/15/26, Callable 9/15/21 @ 103.38

   

1,500,000

     

1,222,185

   
     

14,680,856

   

Financials (8.2%):

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

2,375,000

     

2,516,930

   

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

   

3,000,000

     

3,305,490

   

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

   

2,091,000

     

2,281,135

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

3,000,000

     

3,150,870

   

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

   

3,000,000

     

3,284,190

   

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

   

2,250,000

     

2,535,480

   

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

   

2,000,000

     

2,109,320

   

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

   

2,000,000

     

1,609,300

   
     

20,792,715

   

See notes to financial statements.


51



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Health Care (6.8%):

 
Endo Dac/Endo Finance LLC/Endo Finco, Inc., 6.00%, 6/30/28, Callable
6/30/23 @ 104.5 (d)
 

$

1,900,000

   

$

1,580,857

   
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.25%, 2/1/28,
Callable 2/1/23 @ 103.63 (d)
   

3,000,000

     

3,164,700

   

Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (d) (f)

   

2,500,000

     

2,808,700

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

3,000,000

     

3,282,240

   

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

   

2,000,000

     

2,200,940

   

Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 1/27/21 @ 103.19 (d)

   

1,000,000

     

859,860

   

Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (d)

   

3,000,000

     

3,123,660

   
     

17,020,957

   

Industrials (15.4%):

 

Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 2/11/21 @ 101.84 (d)

   

2,000,000

     

1,460,760

   

Allison Transmission, Inc., 3.75%, 1/30/31, Callable 1/30/26 @ 101.88 (d)

   

900,000

     

920,700

   

American Airlines, Inc., 11.75%, 7/15/25 (d)

   

3,000,000

     

3,460,860

   
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23,
Callable 2/11/21 @ 101 (b) (d)
   

2,000,000

     

1,953,000

   

Aramark Services, Inc., 6.38%, 5/1/25, Callable 5/1/22 @ 103.19 (d)

   

3,000,000

     

3,206,310

   

Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (d)

   

1,800,000

     

1,852,056

   

Delta Air Lines, Inc., 7.00%, 5/1/25 (d)

   

3,000,000

     

3,474,660

   

Howmet Aerospace, Inc., 6.88%, 5/1/25, Callable 4/1/25 @ 100 (f)

   

2,000,000

     

2,358,900

   
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd.,
6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (d)
   

3,000,000

     

3,239,040

   

Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (d)

   

2,000,000

     

2,106,580

   

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

   

3,000,000

     

3,151,590

   

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

   

1,750,000

     

1,859,375

   

TransDigm, Inc., 6.50%, 7/15/24, Callable 2/11/21 @ 101.63

   

4,000,000

     

4,072,240

   

Triumph Group, Inc., 6.25%, 9/15/24, Callable 2/11/21 @ 103.13 (d)

   

1,350,000

     

1,335,326

   

WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (d)

   

2,250,000

     

2,556,203

   

XPO Logistics, Inc., 6.25%, 5/1/25, Callable 5/1/22 @ 103.13 (d)

   

2,000,000

     

2,151,080

   
     

39,158,680

   

Information Technology (1.7%):

 

Colt Merger Sub, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (d)

   

2,250,000

     

2,490,345

   
Veritas U.S., Inc./Veritas Bermuda Ltd., 7.50%, 9/1/25, Callable
9/1/21 @ 103.75 (d)
   

1,800,000

     

1,846,206

   
     

4,336,551

   

Materials (3.8%):

 
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27,
Callable 8/15/22 @ 102.63 (d)
   

3,000,000

     

3,147,240

   
Forterra Finance LLC/FRTA Finance Corp., 6.50%, 7/15/25, Callable
7/15/22 @ 103.25 (d)
   

1,200,000

     

1,296,624

   

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

   

2,000,000

     

2,115,460

   

Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 2/11/21 @ 103.13 (b) (d)

   

3,000,000

     

3,100,830

   
     

9,660,154

   

Real Estate (0.7%):

 

Adams Homes, Inc., 7.50%, 2/15/25, Callable 2/15/22 @ 103.75 (d)

   

1,800,000

     

1,879,650

   

Total Corporate Bonds (Cost $182,303,927)

   

193,235,020

   

See notes to financial statements.


52



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Yankee Dollars (6.1%)

 

Consumer Discretionary (0.8%):

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

$

2,000,000

   

$

2,060,120

   

Energy (0.2%):

 
Husky Holding Ltd. PIK, 13.00%, 2/15/25, Callable
2/15/21 @ 109.75 (b) (d) (f) (g)
   

500,000

     

544,090

   

Financials (0.6%):

 
Intelsat Jackson Holdings SA, 8.50%, 10/15/24, Callable
2/11/21 @ 106.38 (d) (h) (i) (j)
   

2,000,000

     

1,421,800

   

Health Care (1.2%):

 

Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 2/11/21 @ 103.06 (d)

   

3,000,000

     

3,090,990

   

Industrials (1.9%):

 

Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 1/22/21 @ 105 (d) (f)

   

2,000,000

     

2,035,000

   

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

   

3,000,000

     

2,758,320

   
     

4,793,320

   

Materials (1.4%):

 

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

   

1,330,000

     

1,409,468

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

2,000,000

     

2,078,920

   
     

3,488,388

   

Total Yankee Dollars (Cost $15,220,936)

   

15,398,708

   

Collateral for Securities Loaned^ (9.2%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (k)

   

400,925

     

400,925

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (k)

   

13,774,110

     

13,774,110

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (k)
   

200,081

     

200,081

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (k)

   

1,595,386

     

1,595,386

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (k)
   

7,173,165

     

7,173,165

   

Total Collateral for Securities Loaned (Cost $23,143,667)

   

23,143,667

   

Total Investments (Cost $255,131,343) — 105.4%

   

266,319,162

   

Liabilities in excess of other assets — (5.4)%

   

(13,700,639

)

 

NET ASSETS — 100.00%

 

$

252,618,523

   

^  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)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.

(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, 2020, the fair value of these securities was $170,772,956 and amounted to 67.6% of net assets.

See notes to financial statements.


53



Victory Portfolios
Victory High Yield Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

(e)  Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.

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

(g)  Cash interest 13.0%, PIK interest 13.75%.

(h)  Defaulted security.

(i)  Issuer filed for bankruptcy.

(j)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, illiquid securities were 0.6% of the Fund's net assets.

(k)  Rate disclosed is the daily yield on December 31, 2020.

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

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Payment-in-Kind

PLC — Public Limited Company

ULC — Unlimited Liability Co.

See notes to financial statements.


54



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 
Principal
Amount
 

Value

 

Municipal Bonds (96.1%)

 

Arkansas (1.8%):

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

$

750,000

   

$

781,373

   
University of Central Arkansas Revenue Bonds, Series A, 3.00%,
11/1/49, Continuously Callable @100
   

265,000

     

278,454

   
     

1,059,827

   

California (2.5%):

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

1,500,000

     

1,555,830

   

Colorado (1.3%):

 
Colorado Health Facilities Authority Revenue Bonds, 4.00%,
12/1/50, Continuously Callable @103
   

750,000

     

825,285

   

Connecticut (3.9%):

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

2,000,000

     

2,376,240

   

Florida (8.7%):

 
Capital Trust Agency, Inc. Revenue Bonds, 5.00%,
8/1/55, Continuously Callable @100
   

400,000

     

458,892

   
City of Pompano Beach Revenue Bonds, 4.00%, 9/1/50, Continuously
Callable @103
   

500,000

     

519,530

   
County of Escambia Revenue Bonds, 0.13%, 4/1/39, Continuously
Callable @100 (a)
   

400,000

     

400,000

   
Florida Development Finance Corp. Revenue Bonds, 5.00%,
6/15/55, Continuously Callable @100
   

500,000

     

559,385

   
Hillsborough County Industrial Development Authority Revenue Bonds,
4.00%, 8/1/50, Continuously Callable @100
   

500,000

     

579,960

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

2,000,000

     

2,365,940

   
St. Johns County IDA Revenue Bonds, 4.00%, 8/1/55, Continuously
Callable @103
   

500,000

     

537,590

   
     

5,421,297

   

Guam (1.9%):

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

1,000,000

     

1,171,260

   

Illinois (26.7%):

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

2,275,000

     

2,658,610

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

2,000,000

     

2,295,380

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

2,450,000

     

2,769,063

   
City of Chicago General Obligation Bonds
Series A, 6.00%, 1/1/38, Continuously Callable @100
   

1,000,000

     

1,167,430

   

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

   

1,000,000

     

1,174,090

   

See notes to financial statements.


55



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 
Principal
Amount
 

Value

 
City of Chicago Wastewater Transmission Revenue Bonds
Series A, 5.00%, 1/1/47, Continuously Callable @100
 

$

1,000,000

   

$

1,168,930

   

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

   

1,000,000

     

1,152,120

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

2,000,000

     

2,161,820

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

1,500,000

     

1,787,385

   
     

16,334,828

   

Iowa (0.8%):

 
Iowa Finance Authority Revenue Bonds, Series A-1, 4.00%, 5/15/55,
Continuously Callable @103
   

500,000

     

505,715

   

Massachusetts (1.5%):

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

820,000

     

944,747

   

Missouri (2.1%):

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

1,150,000

     

1,291,830

   

New Jersey (12.6%):

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

885,000

     

1,046,681

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

3,000,000

     

3,492,779

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

1,000,000

     

1,181,320

   

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

   

200,000

     

206,672

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

1,500,000

     

1,788,315

   
     

7,715,767

   

New York (13.9%):

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

1,545,000

     

1,817,723

   
Metropolitan Transportation Authority Revenue Bonds, Series D-3, 4.00%,
11/15/49, Continuously Callable @100
   

500,000

     

553,495

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

200,000

     

200,602

   
New York State Dormitory Authority Revenue Bonds, 6.00%, 7/1/40,
Continuously Callable @100 (b) (d)
   

500,000

     

499,910

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

2,000,000

     

2,110,500

   

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

   

1,000,000

     

1,123,530

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

2,000,000

     

2,303,200

   
     

8,608,960

   

See notes to financial statements.


56



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

North Carolina (4.7%):

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

$

1,670,000

   

$

1,957,591

   
North Carolina Medical Care Commission Revenue Bonds
Series A, 4.00%, 9/1/50, Continuously Callable @100
   

500,000

     

524,180

   

Series A, 4.00%, 10/1/50, Continuously Callable @103

   

350,000

     

385,959

   
     

2,867,730

   

Ohio (6.2%):

 
Buckeye Tobacco Settlement Financing Authority Revenue Bonds,
Series B-2, 5.00%, 6/1/55, Continuously Callable @100
   

1,000,000

     

1,130,420

   
County of Franklin Revenue Bonds, Series B, 5.00%, 7/1/45,
Continuously Callable @103
   

500,000

     

571,865

   
County of Hardin Economic Development Facilities Revenue Bonds,
5.00%, 5/1/30, Continuously Callable @103
   

350,000

     

367,416

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

1,500,000

     

1,693,410

   
     

3,763,111

   

Oregon (0.3%):

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

205,000

     

207,460

   

Pennsylvania (4.4%):

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

1,200,000

     

1,462,584

   

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

   

1,000,000

     

1,225,260

   
     

2,687,844

   

Texas (1.0%):

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

500,000

     

450,635

   
Port of Port Arthur Navigation District Revenue Bonds, Series C,
0.18%, 4/1/40, Continuously Callable @100 (a)
   

200,000

     

200,000

   
     

650,635

   

Utah (1.8%):

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

1,000,000

     

1,107,800

   

Total Municipal Bonds (Cost $53,977,871)

   

59,096,166

   

Exchange-Traded Funds (3.0%)

 

VanEck Vectors High-Yield Municipal Index ETF (c)

   

30,000

     

1,846,200

   

Total Exchange-Traded Funds (Cost $1,789,152)

   

1,846,200

   

See notes to financial statements.


57



Victory Portfolios
Victory Tax-Exempt Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 
Shares
 

Value

 

Collateral for Securities Loaned^ (3.0%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (e)
   

32,351

   

$

32,351

   
Fidelity Investments Money Market Government Portfolio,
Class I, 0.01% (e)
   

1,111,458

     

1,111,458

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 0.04% (e)
   

16,145

     

16,145

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (e)

   

128,735

     

128,735

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (e)
   

578,816

     

578,816

   

Total Collateral for Securities Loaned (Cost $1,867,505)

   

1,867,505

   

Total Investments (Cost $57,634,528) — 102.1%

   

62,809,871

   

Liabilities in excess of other assets — (2.1)%

   

(1,313,781

)

 

NET ASSETS — 100.00%

 

$

61,496,090

   

^  Purchased with cash collateral from securities on loan.

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

(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, 2020, the fair value of these securities was $1,791,740 and amounted to 2.9% of net assets.

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

(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, 2020, illiquid securities were 0.8% of the Fund's net assets.

(e)  Rate disclosed is the daily yield on December 31, 2020.

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

ETF — Exchange-Traded Fund

IDA — Industrial Development Authority

See notes to financial statements.


58



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Municipal Bonds (90.3%)

 

California (3.0%):

 
California County Tobacco Securitization Agency Revenue Bonds,
Series B-1, 5.00%, 6/1/49, Continuously Callable @100
 

$

250,000

   

$

304,880

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

1,000,000

     

1,037,220

   
     

1,342,100

   

District of Columbia (1.7%):

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

715,000

     

790,018

   

Florida (5.9%):

 
County of St. Lucie Revenue Bonds, 0.12%, 9/1/28, Continuously
Callable @100 (a)
   

300,000

     

300,000

   
Escambia County Health Facilities Authority Revenue Bonds, 3.00%,
8/15/50, Continuously Callable @100
   

1,000,000

     

1,035,730

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

1,225,000

     

1,330,558

   
     

2,666,288

   

Georgia (1.7%):

 
Appling County Development Authority Revenue Bonds, 0.14%, 9/1/41,
Continuously Callable @100 (a)
   

800,000

     

800,000

   

Illinois (17.8%):

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

1,500,000

     

1,752,929

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

1,000,000

     

1,067,620

   

City of Chicago General Obligation Bonds

 

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

   

1,000,000

     

1,167,430

   

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

   

1,000,000

     

1,174,090

   
Illinois Finance Authority Revenue Bonds, 4.75%, 10/15/40,
(Put Date 8/01/30) (b) (c)
   

500,000

     

532,445

   

Illinois General Obligation Bonds

 

5.50%, 7/1/33, Continuously Callable @100

   

1,000,000

     

1,078,260

   

5.50%, 7/1/38, Continuously Callable @100

   

1,250,000

     

1,337,125

   
     

8,109,899

   

Indiana (1.2%):

 
Indiana Finance Authority Revenue Bonds, Series A, 5.00%, 7/1/55,
Continuously Callable @100
   

500,000

     

544,125

   

Iowa (1.1%):

 
Iowa Finance Authority Revenue Bonds, Series A-1, 4.00%, 5/15/55,
Continuously Callable @103
   

500,000

     

505,715

   

Maryland (0.5%):

 
Maryland Economic Development Corp. Revenue Bonds, 4.25%, 7/1/50,
Continuously Callable @100
   

200,000

     

206,410

   

See notes to financial statements.


59



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Massachusetts (3.2%):

 
Massachusetts Development Finance Agency Revenue Bonds, 4.00%,
10/1/32, Continuously Callable @105 (b)
 

$

300,000

   

$

319,197

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

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

   

320,000

     

325,248

   

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

   

645,000

     

655,565

   

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

   

160,000

     

162,592

   
     

1,462,602

   

Missouri (1.2%):

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

500,000

     

561,665

   

New Hampshire (1.7%):

 
New Hampshire Business Finance Authority Revenue Bonds, Series B, 3.75%,
7/1/45, (Put Date 7/02/40) (b) (c)
   

750,000

     

755,985

   

New Jersey (6.3%):

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

1,000,000

     

1,164,260

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

500,000

     

573,535

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

575,000

     

594,504

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

500,000

     

516,680

   
     

2,848,979

   

New Mexico (1.2%):

 
New Mexico Hospital Equipment Loan Council Revenue Bonds,
Series A, 5.00%, 7/1/49, Continuously Callable @102
   

500,000

     

530,910

   

New York (7.0%):

 

Metropolitan Transportation Authority Revenue Bonds

 

Series A-2, 5.00%, 11/15/45, (Put Date 5/15/30) (c)

   

365,000

     

450,509

   

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

   

500,000

     

553,495

   
New York State Dormitory Authority Revenue Bonds, 6.00%, 7/1/40,
Continuously Callable @100 (b) (f)
   

1,000,000

     

999,820

   
New York Transportation Development Corp. Revenue Bonds, 5.00%,
10/1/40, Continuously Callable @100
   

750,000

     

921,270

   
Onondaga Civic Development Corp. Revenue Bonds, 5.00%, 10/1/40,
Continuously Callable @100
   

250,000

     

251,733

   
     

3,176,827

   

North Carolina (4.1%):

 
North Carolina Medical Care Commission Revenue Bonds, 5.00%, 10/1/50,
Continuously Callable @103
   

250,000

     

272,380

   

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

   

1,000,000

     

1,592,020

   
     

1,864,400

   

See notes to financial statements.


60



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

North Dakota (2.2%):

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

$

1,000,000

   

$

1,023,750

   

Ohio (3.6%):

 
Buckeye Tobacco Settlement Financing Authority Revenue Bonds,
Series B-2, 5.00%, 6/1/55, Continuously Callable @100
   

1,000,000

     

1,130,420

   
County of Hardin Revenue Bonds, 5.50%, 5/1/50, Continuously
Callable @103
   

500,000

     

520,395

   
     

1,650,815

   

Oklahoma (0.0%):(d)

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

1,885,000

     

20,939

   

Oregon (1.4%):

 

Clackamas County Hospital Facility Authority Revenue Bonds

 

Series A, 5.00%, 11/15/52, Continuously Callable @102

   

500,000

     

531,600

   

Series A, 5.38%, 11/15/55, Continuously Callable @102

   

100,000

     

107,051

   
     

638,651

   

South Carolina (3.8%):

 
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

     

1,743,691

   

South Dakota (1.2%):

 

Oglala Sioux Tribe, Series 2012, 5.00%, 10/1/22, Callable 2/11/21 @ 100 (b)

   

545,000

     

545,507

   

Texas (7.5%):

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

1,000,000

     

688,120

   
Port of Port Arthur Navigation District Revenue, Series B, 0.17%,
4/1/40, Continuously Callable @100 (a)
   

900,000

     

900,000

   
Port of Port Arthur Navigation District Revenue Bonds, Series C, 0.18%,
4/1/40, Continuously Callable @100 (a)
   

700,000

     

700,000

   
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

     

1,140,530

   
     

3,428,650

   

Utah (7.8%):

 
Tender Option Bond Trust Receipts/Certificates Revenue Bonds,
Series 2019-XF1081, 0.42%, 3/1/62, Callable 2/1/31 @ 100 (a) (b)
   

1,700,000

     

1,700,000

   
Utah Charter School Finance Authority Revenue Bonds, 2.75%,
4/15/50, Continuously Callable @100
   

525,000

     

530,061

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

1,150,000

     

1,301,467

   
     

3,531,528

   

Vermont (0.6%):

 
Vermont Educational & Health Buildings Financing Agency Revenue Bonds,
5.00%, 10/15/46, Continuously Callable @100
   

250,000

     

270,600

   

See notes to financial statements.


61



Victory Portfolios
Victory High Income Municipal Bond Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

West Virginia (2.3%):

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

$

1,000,000

   

$

1,029,100

   

Wisconsin (2.3%):

 

Public Finance Authority Revenue Bonds

 

Series A, 5.25%, 3/1/55, Continuously Callable @100 (b)

   

500,000

     

533,370

   

Series A, 5.00%, 7/1/55, Continuously Callable @100 (b)

   

500,000

     

518,880

   
     

1,052,250

   

Total Municipal Bonds (Cost $38,992,578)

   

41,101,404

   

Exchange-Traded Funds (8.3%)

 

SPDR Nuveen Bloomberg Barclays High Yield Municipal Bond ETF

   

32,000

     

1,887,680

   

VanEck Vectors High-Yield Municipal Index ETF

   

31,000

     

1,907,740

   

Total Exchange-Traded Funds (Cost $3,720,222)

   

3,795,420

   

Total Investments (Cost $42,712,800) — 98.6%

   

44,896,824

   

Other assets in excess of liabilities — 1.4%

   

632,370

   

NET ASSETS — 100.00%

 

$

45,529,194

   

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

(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, 2020, the fair value of these securities was $7,495,969 and amounted to 16.5% of net assets.

(c)  Put Bond.

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

(e)  Defaulted security.

(f)  The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, illiquid securities were 2.2% of the Fund's net assets.

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

ETF — Exchange-Traded Fund

LLC — Limited Liability Company

See notes to financial statements.


62



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Common Stocks (0.0%)(a)

 

Consumer Discretionary (0.0%):

 

New TMW TOPCO Inc

   

51,299

   

$

192,371

   

Total Common Stocks (Cost $192,371)

   

192,371

   

Senior Secured Loans (79.6%)

 
Acrisure, LLC, Term Loan B 2020, First Lien, 3.65% (LIBOR01M+350bps),
2/15/27 (b)
 

$

5,408,164

     

5,294,377

   

ADMI Corp., Amendment No. 3 Term Loan, First Lien, 12/15/27 (c)

   

3,500,000

     

3,499,125

   
Air Medical Group Holdings, Inc., Incremental Term Loan B, First Lien,
5.25% (LIBOR06M+425bps), 3/14/25 (b)
   

4,911,392

     

4,857,023

   
Air Methods Corp., Initial Term Loans, First Lien, 4.50% (LIBOR03M+350bps),
4/21/24 (b)
   

3,928,753

     

3,773,567

   
Aldevron LLC, Initial Term Loans, First Lien, 5.25% (LIBOR01M+425bps),
9/20/26 (b) (c)
   

7,176,000

     

7,190,926

   

Alliance Laundry Systems LLC, 4.25% (LIBOR03M+350bps), 9/30/27 (b)

   

6,600,000

     

6,591,749

   
Alphabet Holding Co., Inc., Initial Term Loan Second Lien, Second Lien,
7.90% (LIBOR01M+775bps), 8/15/25 (b)
   

4,950,000

     

4,917,825

   
Alphabet Holding Co., Inc., Term Loan B, First Lien, 3.65%
(LIBOR01M+350bps), 8/15/24 (b)
   

5,418,000

     

5,362,303

   
American Axle & Manufacturing, Inc., Term Loan B, First Lien, 3.00%
(LIBOR01M+225bps), 4/6/24 (b)
   

6,067,392

     

5,960,120

   
American Renal Holdings, Inc., Term B Commitment, First Lien, 5.15%
(LIBOR01M+500bps), 6/15/24 (b)
   

4,936,914

     

4,921,066

   
Amneal Pharmaceuticals LLC, Initial Term Loans, First Lien, 3.69%
(LIBOR01M+350bps), 3/23/25 (b)
   

7,798,151

     

7,585,340

   

Anchor Packaging LLC, 4.15% (LIBOR01M+400bps), 7/18/26 (b) (c)

   

7,969,932

     

7,950,006

   
Asurion, LLC, Term B7, First Lien, 3.15% (LIBOR01M+300bps),
11/3/24 (b)
   

6,847,784

     

6,786,154

   
Bass Pro Group, LLC, Initial Term Loans, First Lien, 5.75%
(LIBOR03M+500bps), 12/16/23 (b)
   

6,244,011

     

6,255,188

   
Blount International, Inc., Initial Term Loan Repricing, First Lien, 4.75%
(LIBOR01M+375bps), 4/12/23 (b)
   

5,835,900

     

5,863,270

   
Boyd Gaming Corp., Refinancing Term B Loans, First Lien, 2.35%
(LIBOR01M+225bps), 9/15/23 (b)
   

4,530,068

     

4,485,220

   
Brand Energy and Infrastructure Services, Inc., Initial Term Loan,
First Lien, 5.25% (LIBOR03M+425bps), 6/21/24 (b)
   

5,723,363

     

5,569,862

   
BW NHHC HoldCo., Inc., Term Loan Lien 2, Second Lien, 9.22%
(LIBOR03M+900bps), 5/15/26 (b)
   

3,000,000

     

1,575,000

   
Caesars Resort Collection, LLC, Term B-1 Loans, First Lien, 4.65%
(LIBOR01M+450bps), 6/19/25 (b)
   

4,987,500

     

4,989,046

   
Calpine Corp., 2020 Term Loans, First Lien, 2.65% (LIBOR01M+250bps),
12/2/27 (b)
   

2,995,119

     

2,972,655

   
Chassix, Inc., Term Loan B, First Lien, 6.50% (LIBOR06M+550bps),
11/10/23 (b)
   

3,865,340

     

3,652,747

   
CIBT Holdings, Inc., Initial Term Loan, First Lien, 4.75%
(LIBOR03M+375bps), 6/1/24 (b)
   

3,820,612

     

2,808,150

   
Concrete Pumping Holdings, Inc., Initial Term Loan, First Lien, 6.15%
(LIBOR01M+600bps), 11/14/25 (b)
   

5,475,000

     

5,351,813

   

See notes to financial statements.


63



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Consolidated Communications, Inc., 5.75% (LIBOR01M+475bps),
10/2/27 (b)
 

$

4,488,750

   

$

4,503,024

   

CP Atlas Buyer, Inc., 5.25% (LIBOR03M+450bps), 11/23/27 (b)

   

2,000,000

     

2,002,500

   

CP Atlas Buyer, Inc., 5.25% (LIBOR03M+450bps), 11/23/27 (b)

   

6,000,000

     

6,007,500

   
CPM Holdings, Inc., 2nd Lien Initial Term Loans, Second Lien, 8.41%
(LIBOR01M+825bps), 11/16/26 (b)
   

2,000,000

     

1,847,500

   
CPM Holdings, Inc., Initial Term Loans, First Lien, 3.91%
(LIBOR01M+375bps), 11/17/25 (b)
   

2,940,000

     

2,861,914

   

Crown Finance US, Inc., 7.15%, 5/23/24 (c)

   

1,107,435

     

1,314,159

   
Dayco Products, LLC, Term Loans, First Lien, 4.48% (LIBOR03M+425bps),
5/19/24 (b)
   

7,720,000

     

5,882,640

   
DELTA AIR LINES, Inc. and SKYMILES IP LTD, Initial Term Loan, First Lien,
4.75% (LIBOR03M+375bps), 9/16/27 (b)
   

7,500,000

     

7,765,050

   
Delta Air Lines, Inc., Term Loan, First Lien, 5.75% (LIBOR03M+475bps),
4/27/23 (b)
   

8,706,250

     

8,829,095

   
Diamond Sports Group, LLC, Term Loan, First Lien, 3.40%
(LIBOR01M+325bps), 8/24/26 (b)
   

3,979,849

     

3,506,406

   
Dole Food Company, Inc., Tranche B Term Loan, First Lien, 3.75%
(LIBOR01M+275bps), 3/24/24 (b)
   

6,839,640

     

6,822,540

   
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans,
First Lien, 3.75% (LIBOR03M+350bps), 4/6/26 (b)
   

3,596,434

     

3,416,612

   
Endo Luxembourg Finance Company I S.a.r.l., Initial Term Loans,
First Lien, 5.00% (LIBOR03M+425bps), 4/29/24 (b)
   

7,890,725

     

7,752,637

   
Engineered Machinery Holdings, Inc., Initial Term Loans, First Lien, 4.00%
(LIBOR03M+300bps), 7/19/24 (b)
   

3,742,922

     

3,727,726

   
First Brands Group LLC, Tranche B-3 Term Loan, First Lien, 8.50%
(LIBOR03M+750bps), 2/2/24 (b)
   

7,899,840

     

7,860,341

   
Forterra Finance LLC, Replacement Term Loan, First Lien, 4.00%
(LIBOR01M+300bps), 10/25/23 (b)
   

2,554,608

     

2,555,144

   
Froneri International Ltd., Facility B2 Loan, First Lien, 2.40%
(LIBOR01M+225bps), 1/30/27 (b) (c)
   

2,000,000

     

1,978,000

   
Froneri International Ltd., Facility B2 Loan, First Lien, 2.40%
(LIBOR01M+225bps), 1/31/27 (b)
   

4,975,000

     

4,920,275

   
Gates Global, LLC, Initial B-2 Dollar Term Loan, First Lien, 3.75%
(LIBOR01M+275bps), 3/31/24 (b)
   

6,039,312

     

6,017,510

   
Global Medical Response, Inc., 5.75% (LIBOR06M+475bps),
10/2/25 (b) (c)
   

5,000,000

     

4,958,350

   
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25%
(LIBOR02M+250bps), 10/4/23 (b)
   

4,971,945

     

4,789,376

   
Graham Packaging, Initial Term Loans, First Lien, 4.50%
(LIBOR01M+375bps), 7/28/27 (b)
   

6,857,627

     

6,873,948

   
GTT Communications, Inc., U.S. Term Loan, First Lien, 3.00%
(LIBOR03M+275bps), 5/31/25 (b) (h)
   

2,638,487

     

2,053,851

   
Gulf Finance, LLC, Term Loan B, First Lien, 6.25% (LIBOR01M+525bps),
8/25/23 (b)
   

3,994,581

     

3,003,086

   
Hillman Group, Inc., Term Loan B, First Lien, 4.15% (LIBOR01M+400bps),
5/31/25 (b) (c)
   

5,969,543

     

5,936,890

   

See notes to financial statements.


64



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.21%
(LIBOR03M+500bps), 10/26/25 (b)
 

$

4,312,000

   

$

4,185,357

   
Hub International Ltd., Term Loan B, First Lien, 2.96%
(LIBOR03M+275bps), 4/25/25 (b)
   

7,312,500

     

7,173,124

   
iHeartCommunications, Inc., Second Amendment, Incremental Term Loan,
First Lien (LIBOR01M+400bps), 5/1/26 (b) (c)
   

2,000,000

     

1,998,340

   
iHeartCommunications, Inc., Term Loans, First Lien, 3.15%
(LIBOR01M+300bps), 5/1/26 (b)
   

4,950,000

     

4,863,375

   
Innio North America Holding, Inc., Facility B USD, First Lien, 3.23%
(LIBOR06M+300bps), 11/6/25 (b)
   

5,939,394

     

5,568,182

   
Intelsat Jackson Holdings S.A., DIP Term Loan Commitment, First Lien, 6.50%
(LIBOR06M+550bps), 7/13/21 (b)
   

4,172,613

     

4,249,807

   
Intelsat Jackson Holdings S.A., Term B-3, First Lien, 8.00% (PRIME+475bps),
11/27/23 (b)
   

6,750,000

     

6,834,375

   
Janus International Group, LLC, Initial Term Loan, First Lien, 4.75%
(LIBOR03M+375bps), 2/9/25 (b)
   

5,886,919

     

5,828,050

   
Kindred Healthcare LLC., Term Loan New, First Lien, 5.19%
(LIBOR01M+500bps), 7/2/25 (b)
   

5,880,000

     

5,865,300

   
LABL, Inc., Initial Dollar Term Loan, First Lien, 4.65% (LIBOR01M+450bps),
7/2/26 (b)
   

6,442,255

     

6,436,199

   

LBM Acquisition LLC, Delayed Draw Term Loan, First Lien, 12/8/27 (c) (g)

   

1,212,121

     

1,210,861

   

LBM Acquisition LLC, Initial Term Loan, First Lien, 12/8/27 (c)

   

5,454,545

     

5,448,872

   
Leslie's Poolmart, Inc., Tranche B Term Loans, First Lien, 3.65%
(LIBOR01M+350bps), 8/16/23 (b)
   

5,593,109

     

5,581,475

   
Lifepoint Health, Inc., Term B Loans, First Lien, 3.90%
(LIBOR01M+375bps), 11/16/25 (b)
   

4,934,991

     

4,915,893

   
LifeScan Global Corp., Initial Term Loan, First Lien, 6.23%
(LIBOR03M+600bps), 6/19/24 (b)
   

3,096,000

     

2,941,200

   
LifeScan Global Corp., Initial Term Loan, Second Lien, 9.73%
(LIBOR03M+950bps), 6/19/25 (b)
   

2,250,000

     

1,949,063

   
Meredith Corp., Tranche B-3 Term Loans, First Lien, 5.25%
(LIBOR03M+425bps), 1/31/25 (b)
   

5,972,494

     

5,999,370

   
MHI Holdings, LLC, Initial Term Loans, First Lien, 5.15%
(LIBOR01M+500bps), 9/20/26 (b)
   

8,924,952

     

8,880,327

   
Mileage Plus Holdings LLC, Initial Term Loan, First Lien, 6.25%
(LIBOR03M+525bps), 6/20/27 (b)
   

6,000,000

     

6,236,280

   
Navistar, Inc., Tranche B Term Loan, First Lien, 3.66%
(LIBOR01M+350bps), 11/2/24 (b)
   

4,316,709

     

4,306,997

   
Ortho-Clinical Diagnostics, Inc., Term Loan B New, First Lien, 3.40%
(LIBOR01M+325bps), 6/30/25 (b) (c)
   

2,000,000

     

1,969,000

   
Ortho-Clinical Diagnostics, Inc., Term Loan B New, First Lien, 3.40%
(LIBOR01M+325bps), 5/22/25 (b)
   

3,552,683

     

3,497,616

   
Packaging Coordinators Midco, Inc., 4.50% (LIBOR06M+375bps),
12/1/27 (b)
   

4,500,000

     

4,500,000

   
Panther BF Aggregator 2 L P, Initial Dollar Term Loan, First Lien, 3.65%
(LIBOR01M+350bps), 4/30/26 (b)
   

6,787,500

     

6,752,137

   

PG&E CORP, TL, First Lien, 5.50% (LIBOR03M+450bps), 6/23/25 (b)

   

7,960,000

     

8,041,590

   

See notes to financial statements.


65



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
Pluto Acquisition I, Inc., 2020, Incremental Term Loans, First Lien,
6/20/26 (c)
 

$

1,000,000

   

$

1,000,000

   
Pluto Acquisition I, Inc., Initial Term Loans, First Lien, 5.15%
(LIBOR01M+500bps), 6/18/26 (b)
   

5,417,500

     

5,390,413

   
Ply Gem Midco, Inc., Term Loan, First Lien, 3.90% (LIBOR01M+375bps),
4/14/25 (b)
   

5,835,091

     

5,820,503

   
Precyse Acquisition Corp., Term Loan, First Lien, 5.50% (LIBOR01M+450bps),
10/20/22 (b)
   

6,619,054

     

6,563,189

   
Radiology Partners, Inc., Term Loan New, First Lien, 4.40%
(LIBOR01M+425bps), 7/9/25 (b)
   

2,862,832

     

2,810,957

   
Radiology Partners, Inc., Term Loan New, First Lien, 5.29%
(LIBOR12M+425bps), 7/9/25 (b)
   

3,338,971

     

3,278,468

   

Revint Intermediate II LLC, 5.75% (LIBOR01M+500bps), 10/15/27 (b)

   

6,500,000

     

6,413,355

   
Reynolds Group Holdings, Inc., 2017, Incremental US Term Loans,
First Lien, 2.90% (LIBOR01M+275bps), 2/5/23 (b)
   

1,122,333

     

1,116,722

   
Robertshaw US Holding Corp., 2nd Lien Initial Term Loans, Second Lien,
9.00% (LIBOR01M+800bps), 2/15/26 (b)
   

4,000,000

     

3,120,000

   
Robertshaw US Holding Corp., Term Loan B, First Lien, 4.50%
(LIBOR01M+350bps), 2/15/25 (b)
   

1,945,000

     

1,813,713

   
Ryan Specialty Group LLC, TL, First Lien, 4.00% (LIBOR01M+325bps),
9/1/27 (b)
   

4,987,500

     

4,968,797

   
Sabert Corp., Initial Term Loans, First Lien, 5.50% (LIBOR01M+450bps),
12/10/26 (b)
   

5,802,331

     

5,778,136

   
SIWF Holdings, Inc., Initial Term Loan, First Lien, 4.40%
(LIBOR01M+425bps), 6/15/25 (b)
   

6,877,099

     

6,811,217

   
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.65%
(LIBOR01M+850bps), 5/26/26 (b)
   

1,500,000

     

1,427,820

   
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien,
11.00% (LIBOR03M+900bps), 12/23/25 (b)
   

5,594,595

     

5,594,595

   
Spectacle Gary Holdings LLC, Delayed Draw Term Loan Commitment,
First Lien, 11.25% (PRIME+800bps), 12/23/25 (b)
   

405,405

     

405,405

   
SRS Distribution, Inc., First Amendment, Incremental Term Loans,
First Lien, 4.40% (LIBOR01M+425bps), 5/23/25 (b)
   

2,475,000

     

2,465,719

   
SRS Distribution, Inc., Initial Term Loans, First Lien, 3.15%
(LIBOR01M+300bps), 5/19/25 (b)
   

3,910,000

     

3,842,983

   
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien,
3.72% — 3.75% (LIBOR03M+350bps), 4/6/26 (b)
   

1,933,566

     

1,836,888

   
Station Casinos LLC, Term B-1 Facility Loans, First Lien, 2.50%
(LIBOR01M+225bps), 2/8/27 (b)
   

4,468,918

     

4,394,599

   
Surgery Center Holdings, Inc., Initial Term Loans, First Lien, 4.25%
(LIBOR01M+325bps), 8/31/24 (b)
   

4,068,207

     

3,993,068

   
Tailwind Smith Cooper Intermediate Corp., 2nd Lien Initial Term Loans,
Second Lien, 9.15% (LIBOR01M+900bps), 5/28/27 (b)
   

3,000,000

     

2,487,510

   
Tailwind Smith Cooper Intermediate Corp., Initial Term Loans,
First Lien, 5.15% (LIBOR01M+500bps), 5/28/26 (b)
   

4,937,500

     

4,652,359

   
Team Health Holdings, Inc., Initial Term Loans, First Lien, 3.75%
(LIBOR01M+275bps), 2/6/24 (b)
   

6,658,474

     

5,912,991

   
TENNECo., Inc., Tranche B Term Loan, First Lien, 3.15%
(LIBOR01M+300bps), 6/18/25 (b)
   

3,377,634

     

3,287,552

   

See notes to financial statements.


66



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 
The Men's Wearhouse LLC, Term Loan, First Lien, 9.00%
(LIBOR01M+800bps), 12/1/25 (b)
 

$

2,698,999

   

$

2,267,159

   
Thor Industries, Inc., Term Loan B, First Lien, 3.94%
(LIBOR01M+375bps), 2/1/26 (b)
   

5,753,496

     

5,739,112

   
Titan Acquisition Ltd., Initial Term Loan, First Lien, 3.27%
(LIBOR06M+300bps), 3/28/25 (b)
   

4,842,841

     

4,712,423

   
U.S. Renal Care, Inc., Initial Term Loan, First Lien, 5.15%
(LIBOR01M+500bps), 6/26/26 (b)
   

5,937,424

     

5,900,316

   
Univision Communications, Inc., 2020 Replacement New First-Lien
Term Loans, First Lien, 4.75% (LIBOR01M+375bps), 3/24/26 (b)
   

6,000,767

     

5,998,247

   
USI, Inc., 2017 New Term Loans, First Lien, 3.22% — 3.25%
(LIBOR03M+300bps), 5/16/24 (b)
   

5,753,302

     

5,665,794

   
Utz Quality Foods, LLC, Initial Term Loan, First Lien, 3.65%
(LIBOR01M+350bps), 11/14/24 (b)
   

4,966,167

     

4,946,501

   
Verscend Holding Corp, Term B Loans, First Lien, 4.65%
(LIBOR01M+450bps), 8/10/25 (b)
   

2,895,366

     

2,889,575

   
Vertex Aerospace Services Corp, Term Loan B, First Lien, 4.65%
(LIBOR01M+450bps), 6/16/25 (b)
   

2,925,000

     

2,910,375

   

Waystar Technologies, Inc., 4.75% (LIBOR01M+400bps), 10/22/26 (b)

   

6,483,750

     

6,467,541

   

Weber-Stephen Products LLC, 4.00% (LIBOR01M+325bps), 10/20/27 (b)

   

6,000,000

     

6,003,000

   

White Capital Buyer LLC, 4.50% (LIBOR06M+400bps), 10/19/27 (b)

   

7,500,000

     

7,490,625

   
WP CPP Holdings, LLC, Term Loan Second Lien, Second Lien, 8.75%
(LIBOR03M+775bps), 4/30/26 (b)
   

2,000,000

     

1,657,500

   
WP CPP Holdings, LLC, Term Loans, First Lien, 4.75% (LIBOR03M+375bps),
4/30/25 (b)
   

3,912,183

     

3,646,702

   
Zaxby's Operating Company LLC, Second Lien Initial Loans, Second Lien,
12/9/28 (c)
   

6,000,000

     

6,060,000

   

Total Senior Secured Loans (Cost $532,790,358)

   

528,173,225

   

Corporate Bonds (16.3%)

 

Consumer Discretionary (5.5%):

 

Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (e)

   

5,000,000

     

5,228,750

   
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%,
8/15/27, Callable 8/15/22 @ 103.31 (d) (e)
   

5,000,000

     

3,024,600

   

Michaels Stores, Inc., 8.00%, 7/15/27, Callable 7/15/22 @ 104 (e)

   

5,000,000

     

5,409,900

   

PetSmart, Inc., 8.88%, 6/1/25, Callable 1/22/21 @ 104.44 (e)

   

3,000,000

     

3,082,470

   

Scientific Games International, Inc.

 

8.63%, 7/1/25, Callable 7/1/22 @ 104.31 (e)

   

1,000,000

     

1,095,400

   

8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (e)

   

6,000,000

     

6,461,700

   

Tenneco, Inc., 7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (e)

   

6,000,000

     

6,736,800

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

5,000,000

     

5,636,550

   
     

36,676,170

   

Energy (2.5%):

 
Antero Midstream Partners LP/Antero Midstream Finance Corp.,
5.38%, 9/15/24, Callable 1/27/21 @ 102.69
   

3,000,000

     

2,932,590

   

Antero Resources Corp.

 

5.63%, 6/1/23, Callable 2/11/21 @ 101.41

   

1,000,000

     

977,850

   

8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (c) (e)

   

5,000,000

     

5,087,550

   

See notes to financial statements.


67



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Callon Petroleum Co., 9.00%, 4/1/25, Callable 10/1/22 @ 105 (e)

 

$

2,000,000

   

$

1,802,920

   

Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100

   

1,500,000

     

1,563,240

   

QEP Resources, Inc., 5.25%, 5/1/23, Callable 2/1/23 @ 100

   

500,000

     

527,350

   

Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100

   

2,000,000

     

1,960,040

   

SM Energy Co., 6.75%, 9/15/26, Callable 9/15/21 @ 103.38

   

2,000,000

     

1,629,580

   
     

16,481,120

   

Financials (3.5%):

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

2,500,000

     

2,727,325

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

5,000,000

     

5,251,450

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

6,500,000

     

7,324,720

   

Wolverine Escrow LLC

 

9.00%, 11/15/26, Callable 11/15/22 @ 106.75 (e)

   

4,500,000

     

4,258,620

   

13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (e)

   

4,750,000

     

3,822,088

   
     

23,384,203

   

Health Care (1.9%):

 
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.38%,
6/1/25, Callable 6/1/22 @ 103.69 (d) (e)
   

2,000,000

     

2,123,680

   

Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (d) (e)

   

2,500,000

     

2,808,700

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

500,000

     

550,235

   

Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (e)

   

7,000,000

     

7,288,540

   
     

12,771,155

   

Industrials (2.5%):

 

American Airlines, Inc., 11.75%, 7/15/25 (e)

   

3,000,000

     

3,460,860

   
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23,
Callable 2/11/21 @ 101 (e)
   

4,000,000

     

3,906,000

   
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd.,
6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (e)
   

4,000,000

     

4,318,720

   
Picasso Finance Sub, Inc., 6.13%, 6/15/25,
Callable 6/15/22 @ 103.06 (d) (e)
   

1,000,000

     

1,070,040

   

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

   

3,000,000

     

3,187,500

   
     

15,943,120

   

Information Technology (0.4%):

 

Colt Merger Sub, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (e)

   

2,500,000

     

2,767,050

   

Total Corporate Bonds (Cost $103,300,412)

   

108,022,818

   

Yankee Dollars (1.7%)

 

Energy (0.7%):

 
Husky Holding Ltd. PIK, 13.00%, 2/15/25,
Callable 2/15/21 @ 109.75 (d) (e) (f)
   

4,500,000

     

4,896,810

   

Industrials (0.6%):

 
Algeco Global Finance 2 PLC, 10.00%, 8/15/23,
Callable 1/22/21 @ 105 (d) (e)
   

4,000,000

     

4,070,000

   

See notes to financial statements.


68



Victory Portfolios
Victory Floating Rate Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

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

   

$

2,598,650

   

Total Yankee Dollars (Cost $10,894,649)

   

11,565,460

   

Total Investments (Cost $647,177,790) — 97.6%

   

647,953,874

   

Other assets in excess of liabilities — 2.4%

   

16,008,197

   

NET ASSETS — 100.00%

 

$

663,962,071

   

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

(b)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.

(c)  Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.

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

(e)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, the fair value of these securities was $109,997,628 and amounted to 16.6% of net assets.

(f)  Cash interest 13.0%, PIK interest 13.75%.

(g)  The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. At December 31, 2020, the Fund held unfunded or partially unfunded loan commitments of $1,210,861, which included a $2,679 unrealized gain.

(h)  Defaulted security.

bps — Basis points

LIBOR — London InterBank Offered Rate

LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

PIK — Payment-in-Kind

PLC — Public Limited Company

See notes to financial statements.


69



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Asset-Backed Securities (2.6%)

 
CarMax Auto Owner Trust, Series 2018-4, Class A3, 3.36%, 9/15/23,
Callable 12/15/22 @ 100
 

$

268,738

   

$

274,669

   
Enterprise Fleet Financing LLC, Series 2019-1, Class A2, 2.98%,
10/22/24 (a)
   

105,978

     

107,750

   
Hyundai Auto Receivables Trust, Series 2019-B, Class A4, 2.00%, 4/15/25,
Callable 9/15/23 @ 100 (b)
   

400,000

     

415,196

   
Taco Bell Funding LLC, Series 2018-1A, Class A2I, 4.32%, 11/25/48,
Callable 5/25/21 @ 100 (a)
   

294,000

     

298,657

   
Verizon Owner Trust, Series 2017-3A, Class B, 2.38%, 4/20/22,
Callable 2/20/21 @ 100 (a) (b)
   

320,721

     

321,272

   
Verizon Owner Trust, Series 2019-C, Class A1A, 1.94%, 4/22/24,
Callable 12/20/22 @ 100 (b)
   

1,296,000

     

1,323,532

   

Total Asset-Backed Securities (Cost $2,742,670)

   

2,741,076

   

Collateralized Mortgage Obligations (2.9%)

 
CGMS Commercial Mortgage Trust, Series 2017-B1, Class A4, 3.46%,
8/15/50 (b)
   

590,000

     

668,647

   
COMM Mortgage Trust, Series 2015-PC1, Class A5, 3.90%, 7/10/50,
Callable 5/10/25 @ 100 (b)
   

250,000

     

279,692

   
GS Mortgage Securities Trust, Series 2013-GC12, Class AS, 3.38%,
6/10/46, Callable 5/10/23 @ 100
   

300,000

     

313,198

   
GS Mortgage Securities Trust, Series 2012-GCJ7, Class A4, 3.38%,
5/10/45, Callable 2/10/22 @ 100 (b)
   

499,213

     

506,072

   
GS Mortgage Securities Trust, Series 2019-GC42, Class A4, 3.00%,
9/1/52 (b)
   

690,000

     

770,139

   

Hilton USA Trust, Series 2016-SFP, Class A, 2.83%, 11/5/35 (a) (b)

   

500,000

     

501,352

   

Total Collateralized Mortgage Obligations (Cost $2,937,232)

   

3,039,100

   

Corporate Bonds (51.5%)

 

Communication Services (7.1%):

 

AT&T, Inc.

 

4.30%, 2/15/30, Callable 11/15/29 @ 100 (b)

   

1,000,000

     

1,193,570

   

3.50%, 9/15/53, Callable 3/15/53 @ 100 (a) (b)

   

900,000

     

904,995

   
Charter Communications Operating LLC/Charter Communications
Operating Capital, 2.30%, 2/1/32, Callable 11/1/31 @ 100
   

1,700,000

     

1,697,756

   

T-Mobile USA, Inc.

 

3.88%, 4/15/30, Callable 1/15/30 @ 100 (a) (b)

   

1,300,000

     

1,502,917

   

4.50%, 4/15/50, Callable 10/15/49 @ 100 (a)

   

170,000

     

210,662

   

3.30%, 2/15/51, Callable 8/15/50 @ 100 (a)

   

300,000

     

308,250

   

ViacomCBS, Inc.

 

4.20%, 5/19/32, Callable 2/19/32 @ 100 (b)

   

950,000

     

1,141,957

   

4.38%, 3/15/43

   

150,000

     

177,120

   

4.95%, 5/19/50, Callable 11/19/49 @ 100 (c)

   

250,000

     

324,578

   
     

7,461,805

   

See notes to financial statements.


70



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Consumer Discretionary (3.0%):

 

General Motors Co., 6.80%, 10/1/27, Callable 8/1/27 @ 100 (b)

 

$

1,420,000

   

$

1,826,603

   

Hasbro, Inc., 3.90%, 11/19/29, Callable 8/19/29 @ 100 (b) (c)

   

1,250,000

     

1,419,088

   
     

3,245,691

   

Consumer Staples (3.4%):

 

BAT Capital Corp.

 

3.46%, 9/6/29, Callable 6/6/29 @ 100 (b)

   

1,500,000

     

1,653,150

   

2.73%, 3/25/31, Callable 12/25/30 @ 100

   

300,000

     

310,569

   

Campbell Soup Co., 3.13%, 4/24/50, Callable 10/24/49 @ 100

   

300,000

     

317,409

   

Kraft Heinz Foods Co., 4.25%, 3/1/31, Callable 12/1/30 @ 100 (a)

   

1,200,000

     

1,340,220

   
     

3,621,348

   

Energy (10.8%):

 

Devon Energy Corp., 5.00%, 6/15/45, Callable 12/15/44 @ 100 (c)

   

500,000

     

586,230

   

Halliburton Co., 2.92%, 3/1/30, Callable 12/1/29 @ 100

   

1,300,000

     

1,377,779

   

Hess Corp., 4.30%, 4/1/27, Callable 1/1/27 @ 100 (b)

   

1,400,000

     

1,543,010

   

Marathon Oil Corp., 4.40%, 7/15/27, Callable 4/15/27 @ 100 (b)

   

1,550,000

     

1,721,491

   

Marathon Petroleum Corp., 4.50%, 4/1/48, Callable 10/1/47 @ 100

   

250,000

     

278,543

   
MPLX LP  

4.80%, 2/15/29, Callable 11/15/28 @ 100 (b) (c)

   

1,500,000

     

1,802,084

   

5.50%, 2/15/49, Callable 8/15/48 @ 100

   

100,000

     

131,817

   

ONEOK, Inc., 3.40%, 9/1/29, Callable 6/1/29 @ 100 (b)

   

1,400,000

     

1,502,214

   
The Williams Companies, Inc., 3.50%, 11/15/30, Callable
8/15/30 @ 100 (c)
   

1,000,000

     

1,134,040

   
Transcontinental Gas Pipe Line Co. LLC, 3.95%, 5/15/50, Callable
11/15/49 @ 100
   

500,000

     

565,541

   

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

   

900,000

     

1,012,806

   
     

11,655,555

   

Financials (10.4%):

 
Apollo Management Holdings LP, 4.87%, 2/15/29, Callable
11/15/28 @ 100 (a)
   

1,000,000

     

1,187,920

   

Arch Capital Group Ltd., 3.64%, 6/30/50, Callable 12/30/49 @ 100 (c)

   

900,000

     

1,044,053

   
Bank of America Corp., 2.83%, 10/24/51, MTN, Callable
10/24/50 @ 100 (d)
   

1,000,000

     

1,039,560

   

CNA Financial Corp., 2.05%, 8/15/30, Callable 5/15/30 @ 100 (b) (c)

   

2,010,000

     

2,071,003

   

Ford Motor Credit Co. LLC, 4.00%, 11/13/30, Callable 8/13/30 @ 100

   

900,000

     

945,603

   
General Motors Financial Co., Inc., 3.60%, 6/21/30, Callable
3/21/30 @ 100 (b) (c)
   

900,000

     

1,001,430

   
Huntington Bancshares, Inc., 2.55%, 2/4/30, Callable
11/4/29 @ 100 (b)
   

600,000

     

644,640

   

Jefferies Group LLC, 2.75%, 10/15/32, Callable 7/15/32 @ 100 (b)

   

1,200,000

     

1,258,308

   

Wells Fargo & Co.

 

3.07% (SOFR+253bps), 4/30/41, Callable 4/30/40 @ 100 (d)

   

250,000

     

271,063

   

3.90%, 5/1/45 (b)

   

500,000

     

622,300

   

Willis North America, Inc., 3.88%, 9/15/49, Callable 3/15/49 @ 100

   

850,000

     

1,040,630

   
     

11,126,510

   

See notes to financial statements.


71



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Principal
Amount
 

Value

 

Health Care (5.1%):

 

AbbVie, Inc.

 

3.20%, 11/21/29, Callable 8/21/29 @ 100

 

$

1,000,000

   

$

1,126,400

   

4.25%, 11/21/49, Callable 5/21/49 @ 100

   

800,000

     

1,006,240

   

Becton Dickinson & Co.

 

2.82%, 5/20/30, Callable 2/20/30 @ 100 (b) (c)

   

1,000,000

     

1,099,730

   

3.79%, 5/20/50, Callable 11/20/49 @ 100

   

600,000

     

713,028

   

CVS Health Corp.

 

3.25%, 8/15/29, Callable 5/15/29 @ 100 (b)

   

750,000

     

844,583

   

4.25%, 4/1/50, Callable 10/1/49 @ 100 (b)

   

500,000

     

625,375

   
     

5,415,356

   

Industrials (5.8%):

 

General Electric Co.

 

3.63%, 5/1/30, Callable 2/1/30 @ 100

   

1,700,000

     

1,937,779

   

4.35%, 5/1/50, Callable 11/1/49 @ 100

   

300,000

     

362,904

   
Northrop Grumman Corp., 5.25%, 5/1/50, Callable
11/1/49 @ 100 (b)
   

400,000

     

594,272

   

The Boeing Co.

 

5.04%, 5/1/27, Callable 3/1/27 @ 100 (b)

   

1,300,000

     

1,521,065

   

5.15%, 5/1/30, Callable 2/1/30 @ 100

   

1,400,000

     

1,694,546

   
     

6,110,566

   

Information Technology (3.9%):

 

Broadcom, Inc.

 

4.11%, 9/15/28, Callable 6/15/28 @ 100 (b)

   

736,000

     

841,807

   

4.75%, 4/15/29, Callable 1/15/29 @ 100 (b)

   

1,300,000

     

1,550,900

   

KLA Corp.

 

4.10%, 3/15/29, Callable 12/15/28 @ 100 (b)

   

750,000

     

898,860

   

3.30%, 3/1/50, Callable 8/28/49 @ 100

   

750,000

     

846,233

   
     

4,137,800

   

Materials (2.0%):

 

Steel Dynamics, Inc., 3.45%, 4/15/30, Callable 1/15/30 @ 100 (b)

   

1,900,000

     

2,150,724

   

Total Corporate Bonds (Cost $52,673,222)

   

54,925,355

   

Residential Mortgage-Backed Securities (0.2%)

 
Bank of America Funding Corp., Series 2004-2, Class 1CB1, 5.75%,
9/20/34, Callable 3/20/28 @ 100 (b)
   

58,841

     

61,411

   
Countrywide Home Loans, Inc., Series 2004-5, Class 2A9, 5.25%,
5/25/34, Callable 1/25/21 @ 100 (b)
   

83,018

     

88,528

   
GSR Mortgage Loan Trust, Series 2004-15F, Class 5A1, 5.50%,
10/25/20, Callable 5/25/31 @ 100 (b)
   

1,665

     

1,654

   
JPMorgan Mortgage Trust, Series 2005-A1, Class 6T1, 3.34%,
2/25/35, Callable 1/25/21 @ 100 (b) (e)
   

18,470

     

18,470

   

Total Residential Mortgage-Backed Securities (Cost $164,855)

   

170,063

   

See notes to financial statements.


72



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 
Security Description   Principal
Amount
 

Value

 

Yankee Dollars (9.3%)

 

Communication Services (1.5%):

 
Rogers Communications, Inc., 3.70%, 11/15/49,
Callable 5/15/49 @ 100
 

$

400,000

   

$

471,752

   

Vodafone Group PLC

 

4.38%, 2/19/43 (b)

   

650,000

     

806,566

   

5.25%, 5/30/48

   

250,000

     

347,105

   
     

1,625,423

   

Financials (4.5%):

 
Credit Suisse Group AG, 3.87% (LIBOR03M+141bps), 1/12/29,
Callable 1/12/28 @ 100 (a) (b) (d)
   

1,750,000

     

1,981,613

   
NXP BV/NXP Funding LLC/NXP USA, Inc., 3.40%, 5/1/30,
Callable 2/1/30 @ 100 (a) (b)
   

1,650,000

     

1,874,499

   

Sumitomo Mitsui Financial Group, Inc., 3.20%, 9/17/29 (b)

   

750,000

     

818,798

   
     

4,674,910

   

Industrials (1.5%):

 
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.65%,
7/21/27, Callable 4/21/27 @ 100 (b)
   

1,500,000

     

1,624,335

   

Materials (1.8%):

 

Vale Overseas Ltd., 3.75%, 7/8/30, Callable 4/8/30 @ 100 (b) (c)

   

1,800,000

     

2,008,151

   

Total Yankee Dollars (Cost $9,409,145)

   

9,932,819

   

U.S. Government Mortgage-Backed Agencies (0.1%)

 

Federal National Mortgage Association

 

Series 2018-M1, Class A2, 2.98%, 12/25/27 (e)

   

65,000

     

73,964

   

3.50%, 7/1/43 (b)

   

65,690

     

71,216

   
     

145,180

   

Total U.S. Government Mortgage-Backed Agencies (Cost $129,775)

   

145,180

   

U.S. Treasury Obligations (24.1%)

 

U.S. Treasury Bonds

 

2.25%, 8/15/49

   

175,000

     

200,402

   

2.38%, 11/15/49

   

190,000

     

223,339

   

1.38%, 8/15/50

   

500,000

     

468,281

   

U.S. Treasury Notes

 

0.13%, 4/30/22 (b)

   

11,960,000

     

11,962,336

   

0.13%, 6/30/22 (b)

   

6,300,000

     

6,300,984

   

0.13%, 9/30/22 (b)

   

850,000

     

850,033

   

0.13%, 11/30/22

   

1,100,000

     

1,100,086

   

1.75%, 7/31/24 (b)

   

850,000

     

896,551

   

1.25%, 8/31/24

   

100,000

     

103,727

   

0.25%, 6/30/25 (b)

   

3,550,000

     

3,540,848

   

Total U.S. Treasury Obligations (Cost $25,577,468)

   

25,646,587

   

See notes to financial statements.


73



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

  Shares or
Principal
Amount
 

Value

 

Exchange-Traded Funds (6.9%)

 

iShares iBoxx High Yield Corporate Bond ETF (b)

 

$

30,000

   

$

2,619,000

   

SPDR Bloomberg Barclays High Yield Bond ETF (b)

   

25,000

     

2,723,500

   

VanEck Vectors Fallen Angel High Yield Bond ETF (b)

   

63,000

     

2,022,300

   

Total Exchange-Traded Funds (Cost $7,016,024)

   

7,364,800

   

Collateral for Securities Loaned^ (4.2%)

 
BlackRock Liquidity Funds TempFund Portfolio,
Institutional Class, 0.08% (f)
   

77,643

     

77,643

   
Fidelity Investments Money Market Government Portfolio,
Class I, 0.01% (f)
   

2,667,491

     

2,667,491

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 0.04% (f)
   

38,748

     

38,748

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (f)

   

308,962

     

308,962

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 0.09% (f)
   

1,389,153

     

1,389,153

   

Total Collateral for Securities Loaned (Cost $4,481,997)

   

4,481,997

   

Total Investments (Cost $105,132,388) — 101.8%

   

108,446,977

   

Liabilities in excess of other assets — (1.8)%

   

(1,927,644

)

 

NET ASSETS — 100.00%

 

$

106,519,333

   

^  Purchased with cash collateral from securities on loan.

(a)  Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, the fair value of these securities was $10,540,107 and amounted to 9.9% of net assets.

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

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

(d)  Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.

(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, 2020.

(f)  Rate disclosed is the daily yield on December 31, 2020.

bps — Basis points

ETF — Exchange-Traded Fund

LIBOR — London InterBank Offered Rate

LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security

LLC — Limited Liability Company

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Limited Company

SOFR — Secured Overnight Financing Rate

See notes to financial statements.


74



Victory Portfolios
Victory Strategic Income Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Futures Contracts Purchased

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

2-Year U.S. Treasury Note Futures

   

35

   

3/31/21

 

$

7,727,370

   

$

7,734,180

   

$

6,810

   

30-Year U.S. Treasury Bond Futures

   

75

   

3/22/21

   

13,078,961

     

12,989,062

     

(89,899

)

 
                   

$

(83,089

)

 

Futures Contracts Sold

    Number of
Contracts
  Expiration
Date
  Notional
Amount
 

Value

  Unrealized
Appreciation
(Depreciation)
 

10-Year U.S. Treasury Note Futures

   

161

   

3/22/21

 

$

25,238,544

   

$

25,173,860

   

$

64,684

   

10-Year U.S. Treasury Note Future

   

1

   

3/22/21

   

137,294

     

138,078

     

(784

)

 

Ultra Long Term U.S. Treasury Bond Futures

   

9

   

3/22/21

   

1,913,283

     

1,922,062

     

(8,779

)

 
                   

$

55,121

   
   

Total unrealized appreciation

             

$

71,494

   
   

Total unrealized depreciation

               

(99,462

)

 
   

Total net unrealized appreciation (depreciation)

             

$

(27,968

)

 

See notes to financial statements.


75



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory INCORE
Investment Quality
Bond Fund
  Victory INCORE
Low Duration
Bond Fund
  Victory High
Yield Fund
 

ASSETS:

 
Investments, at value (Cost $28,200,596,
$250,710,862 and $255,131,343)
 

$

29,811,339

(a)

 

$

256,198,370

(b)

 

$

266,319,162

(c)

 

Cash and cash equivalents

   

240,065

     

1,228,450

     

8,940,427

   

Deposit with brokers for futures contracts

   

160,693

     

999,536

     

   

Deposit with brokers for swap agreements

   

251,831

     

1,847,277

     

   

Receivables:

 

Interest and dividends

   

192,793

     

1,189,363

     

3,966,692

   

Capital shares issued

   

52,954

     

179,637

     

841,052

   

Investments sold

   

56,713

     

2,000,951

     

1,221,697

   

Variation margin on open futures contracts

   

2,906

     

     

   

From Adviser

   

23,178

     

21,150

     

46,445

   

Prepaid expenses

   

14,298

     

19,299

     

12,891

   

Total Assets

   

30,806,770

     

263,684,033

     

281,348,366

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

321,882

     

2,086,831

     

23,143,667

   

Distributions

   

1,284

     

37,959

     

215,028

   

Investments purchased

   

106,281

     

864,753

     

4,794,364

   

Capital shares redeemed

   

11,931

     

163,066

     

344,721

   

Variation margin on open futures contracts

   

328

     

8,281

     

   

Accrued expenses and other payables:

 

Investment advisory fees

   

12,890

     

97,781

     

124,910

   

Administration fees

   

1,587

     

13,284

     

13,043

   

Custodian fees

   

1,264

     

3,045

     

4,816

   

Transfer agent fees

   

8,034

     

39,077

     

39,044

   

Compliance fees

   

21

     

175

     

168

   

Trustees' fees

   

1

     

10

     

3

   
12b-1 fees    

4,213

     

18,244

     

19,542

   

Other accrued expenses

   

15,518

     

31,533

     

30,537

   

Total Liabilities

   

485,234

     

3,364,039

     

28,729,843

   

NET ASSETS:

 

Capital

   

28,519,028

     

285,708,012

     

248,869,810

   

Total accumulated earnings/(loss)

   

1,802,508

     

(25,388,018

)

   

3,748,713

   

Net Assets

 

$

30,321,536

   

$

260,319,994

   

$

252,618,523

   

Net Assets

 

Class A Shares

 

$

21,422,701

   

$

70,357,238

   

$

38,735,454

   

Class C Shares

   

2,526,134

     

23,504,391

     

25,957,459

   

Class R Shares

   

3,602,712

     

1,128,526

     

19,248,274

   

Class Y Shares

   

2,769,989

     

165,329,839

     

168,677,336

   

Total

 

$

30,321,536

   

$

260,319,994

   

$

252,618,523

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

2,084,173

     

6,896,953

     

5,669,833

   

Class C Shares

   

245,876

     

2,304,939

     

3,791,432

   

Class R Shares

   

349,629

     

110,650

     

2,810,107

   

Class Y Shares

   

269,807

     

16,201,081

     

24,812,779

   

Total

   

2,949,485

     

25,513,623

     

37,084,151

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

10.28

   

$

10.20

   

$

6.83

   

Class C Shares (d)

   

10.27

     

10.20

     

6.85

   

Class R Shares

   

10.30

     

10.20

     

6.85

   

Class Y Shares

   

10.27

     

10.20

     

6.80

   

Maximum Sales Charge — Class A Shares

   

2.25

%

   

2.25

%

   

2.25

%

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

$

10.52

   

$

10.43

   

$

6.99

   

(a)  Includes $314,857 of securities on loan.

(b)  Includes $2,032,604 of securities on loan.

(c)  Includes $22,083,156 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


76



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory
Tax-Exempt
Fund
  Victory
High Income
Municipal Bond
Fund
  Victory
Floating Rate
Fund
 

ASSETS:

 
Investments, at value (Cost $57,634,528,
$42,712,800 and $647,177,790)
 

$

62,809,871

(a)

 

$

44,896,824

   

$

647,953,874

   

Cash and cash equivalents

   

53,106

     

118,406

     

44,050,340

   

Receivables:

 

Interest and dividends

   

589,479

     

454,311

     

4,252,165

   

Capital shares issued

   

4,791

     

126,535

     

1,529,320

   

Investments sold

   

     

     

12,098,668

   

From Adviser

   

21,057

     

25,344

     

133,500

   

Prepaid expenses

   

14,111

     

26,918

     

49,610

   

Total Assets

   

63,492,415

     

45,648,338

     

710,067,477

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

1,867,505

     

     

   

Distributions

   

10,717

     

8,783

     

319,730

   

Investments purchased

   

     

     

43,788,160

   

Capital shares redeemed

   

55,317

     

62,367

     

1,369,215

   

Accrued expenses and other payables:

 

Investment advisory fees

   

26,183

     

17,868

     

353,021

   

Administration fees

   

3,214

     

2,180

     

32,997

   

Custodian fees

   

1,284

     

1,203

     

40,676

   

Transfer agent fees

   

10,239

     

5,985

     

79,428

   

Compliance fees

   

43

     

28

     

435

   

Trustees' fees

   

2

     

2

     

427

   
12b-1 fees    

6,356

     

6,850

     

59,372

   

Other accrued expenses

   

15,465

     

13,878

     

61,945

   

Total Liabilities

   

1,996,325

     

119,144

     

46,105,406

   

NET ASSETS:

 

Capital

   

56,584,262

     

43,439,822

     

846,913,445

   

Total accumulated earnings/(loss)

   

4,911,828

     

2,089,372

     

(182,951,374

)

 

Net Assets

 

$

61,496,090

   

$

45,529,194

   

$

663,962,071

   

Net Assets

 

Class A Shares

 

$

32,001,358

   

$

26,330,042

   

$

164,863,850

   

Class C Shares

   

6,496,664

     

9,377,811

     

94,884,537

   

Class R Shares

   

     

     

299,667

   

Class Y Shares

   

22,998,068

     

9,681,538

     

403,851,643

   

Member Class

   

     

139,803

     

62,374

   

Total

 

$

61,496,090

   

$

45,529,194

   

$

663,962,071

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

3,219,448

     

2,429,836

     

17,654,463

   

Class C Shares

   

653,891

     

865,502

     

10,157,617

   

Class R Shares

   

     

     

32,104

   

Class Y Shares

   

2,314,678

     

893,408

     

43,215,368

   

Member Class

   

     

12,898

     

6,681

   

Total

   

6,188,017

     

4,201,644

     

71,066,233

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

9.94

   

$

10.84

   

$

9.34

   

Class C Shares (b)

   

9.94

     

10.84

     

9.34

   

Class R Shares

   

     

     

9.33

   

Class Y Shares

   

9.94

     

10.84

     

9.35

   

Member Class

   

     

10.84

     

9.34

   

Maximum Sales Charge — Class A Shares

   

2.25

%

   

2.25

%

   

2.25

%

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

$

10.17

   

$

11.09

   

$

9.55

   

(a)  Includes $1,827,738 of securities on loan.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


77



Victory Portfolios

  Statement of Assets and Liabilities
December 31, 2020
 
    Victory
Strategic
Income Fund
 

ASSETS:

 

Investments, at value (Cost $105,132,388)

 

$

108,446,977

(a)

 

Cash and cash equivalents

   

1,319,299

   

Deposit with brokers for futures contracts

   

389,393

   

Receivables:

 

Interest and dividends

   

593,296

   

Capital shares issued

   

887,179

   

Investments sold

   

2,327

   

Variation margin on open futures contracts

   

26,602

   

From Adviser

   

38,451

   

Prepaid expenses

   

19,437

   

Total Assets

   

111,722,961

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

4,481,997

   

Distributions

   

47,577

   

Investments purchased

   

500,099

   

Capital shares redeemed

   

28,817

   

Variation margin on open futures contracts

   

42,078

   

Accrued expenses and other payables:

 

Investment advisory fees

   

53,268

   

Administration fees

   

5,504

   

Custodian fees

   

2,348

   

Transfer agent fees

   

13,493

   

Compliance fees

   

72

   

Trustees' fees

   

2

   
12b-1 fees    

9,130

   

Other accrued expenses

   

19,243

   

Total Liabilities

   

5,203,628

   

NET ASSETS:

 

Capital

   

102,349,480

   

Total accumulated earnings/(loss)

   

4,169,853

   

Net Assets

 

$

106,519,333

   

Net Assets

 

Class A Shares

 

$

40,993,244

   

Class C Shares

   

9,476,559

   

Class R Shares

   

2,989,106

   

Class Y Shares

   

53,060,424

   

Total

 

$

106,519,333

   

Shares (unlimited number of shares authorized with a par value of $0.001 per share):

 

Class A Shares

   

3,742,089

   

Class C Shares

   

860,980

   

Class R Shares

   

271,382

   

Class Y Shares

   

4,870,757

   

Total

   

9,745,208

   

Net asset value, offering (except Class A Shares) and redemption price per share:

 

Class A Shares

 

$

10.95

   

Class C Shares (b)

   

11.01

   

Class R Shares

   

11.01

   

Class Y Shares

   

10.89

   

Maximum Sales Charge — Class A Shares

   

2.25

%

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

$

11.20

   

(a)  Includes $4,381,534 of securities on loan.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


78



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory INCORE
Investment Quality
Bond Fund
  Victory INCORE
Low Duration
Bond Fund
  Victory High
Yield Fund
 

Investment Income:

 

Dividends

 

$

11,210

   

$

92,222

   

$

19,840

   

Interest

   

766,093

     

5,703,257

     

13,804,040

   

Securities lending (net of fees)

   

1,356

     

4,918

     

99,641

   

Total Income

   

778,659

     

5,800,397

     

13,923,521

   

Expenses:

 

Investment advisory fees

   

155,528

     

1,149,333

     

1,216,833

   

Administration fees

   

18,952

     

155,505

     

123,363

   

Sub-Administration fees

   

14,132

     

14,132

     

14,132

   

12b-1 fees — Class A Shares

   

54,247

     

162,183

     

80,682

   

12b-1 fees — Class C Shares

   

26,939

     

311,301

     

214,521

   

12b-1 fees — Class R Shares

   

17,312

     

5,458

     

89,746

   

Custodian fees

   

9,038

     

17,456

     

31,524

   

Transfer agent fees — Class A Shares

   

35,772

     

69,124

     

28,131

   

Transfer agent fees — Class C Shares

   

3,340

     

31,277

     

6,833

   

Transfer agent fees — Class R Shares

   

6,638

     

1,486

     

4,091

   

Transfer agent fees — Class Y Shares

   

4,145

     

166,591

     

197,488

   

Trustees' fees

   

3,944

     

22,001

     

16,168

   

Compliance fees

   

275

     

2,257

     

1,744

   

Legal and audit fees

   

12,715

     

28,818

     

27,260

   

State registration and filing fees

   

62,830

     

72,000

     

77,925

   

Interfund lending fees

   

     

64

     

   

Other expenses

   

19,889

     

50,257

     

45,619

   
Recoupment of prior expenses
waived/reimbursed by Adviser
   

     

     

1,279

   

Total Expenses

   

445,696

     

2,259,243

     

2,177,339

   

Expenses waived/reimbursed by Adviser

   

(136,293

)

   

(208,566

)

   

(253,784

)

 

Net Expenses

   

309,403

     

2,050,677

     

1,923,555

   

Net Investment Income (Loss)

   

469,256

     

3,749,720

     

11,999,966

   
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from
investment securities
   

789,843

     

901,300

     

(286,139

)

 

Net realized gains (losses) from futures contracts

   

248,381

     

1,052,349

     

   

Net realized gains (losses) from swap agreements

   

(82,185

)

   

(401,936

)

   

   
Net change in unrealized appreciation/depreciation
on investment securities
   

891,004

     

4,239,328

     

6,963,613

   
Net change in unrealized appreciation/depreciation
on futures contracts
   

7,308

     

(23,960

)

   

   
Net change in unrealized appreciation/depreciation
on swap agreements
   

(14,094

)

   

(120,813

)

   

   
Net realized/unrealized gains (losses)
on investments
   

1,840,257

     

5,646,268

     

6,677,474

   

Change in net assets resulting from operations

 

$

2,309,513

   

$

9,395,988

   

$

18,677,440

   

See notes to financial statements.


79



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory
Tax-Exempt
Fund
  Victory
High Income
Municipal Bond
Fund
  Victory
Floating Rate
Fund
 

Investment Income:

 

Dividends

 

$

22,998

   

$

37,301

   

$

2,555

   
Interest    

2,327,743

     

1,851,365

     

35,099,847

   

Securities lending (net of fees)

   

4,409

     

     

   

Total Income

   

2,355,150

     

1,888,666

     

35,102,402

   

Expenses:

 

Investment advisory fees

   

308,758

     

199,920

     

3,489,758

   

Administration fees

   

37,581

     

24,326

     

326,207

   

Sub-Administration fees

   

13,300

     

13,049

     

14,132

   

12b-1 fees — Class A Shares

   

75,952

     

48,778

     

340,656

   

12b-1 fees — Class C Shares

   

86,282

     

114,506

     

1,150,692

   

12b-1 fees — Class R Shares

   

     

     

1,396

   

Custodian fees

   

7,208

     

6,610

     

239,479

   

Transfer agent fees — Class A Shares

   

23,970

     

14,946

     

118,904

   

Transfer agent fees — Class C Shares

   

7,438

     

8,193

     

114,397

   

Transfer agent fees — Class R Shares

   

     

     

424

   

Transfer agent fees — Class Y Shares

   

28,466

     

7,468

     

279,291

   

Transfer agent fees — Member Class (a)

   

     

581

     

580

   

Trustees' fees

   

6,455

     

4,701

     

44,369

   

Compliance fees

   

545

     

352

     

4,671

   

Legal and audit fees

   

13,515

     

12,635

     

93,219

   

State registration and filing fees

   

48,325

     

50,917

     

89,574

   

Interfund lending fees

   

275

     

     

   

Other expenses

   

15,238

     

11,972

     

183,774

   

Total Expenses

   

673,308

     

518,954

     

6,491,523

   

Expenses waived/reimbursed by Adviser

   

(135,204

)

   

(131,713

)

   

(827,922

)

 

Net Expenses

   

538,104

     

387,241

     

5,663,601

   

Net Investment Income (Loss)

   

1,817,046

     

1,501,425

     

29,438,801

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

799,972

     

894,229

     

(12,797,385

)

 
Net change in unrealized appreciation/depreciation
on investment securities
   

651,008

     

(455,689

)

   

6,115,431

   

Net realized/unrealized gains (losses) on investments

   

1,450,980

     

438,540

     

(6,681,954

)

 

Change in net assets resulting from operations

 

$

3,268,026

   

$

1,939,965

   

$

22,756,847

   

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


80



Victory Portfolios

  Statement of Operations
For the Year Ended December 31, 2020
 
    Victory
Strategic Income
Fund
 

Investment Income:

 

Dividends

 

$

146,503

   

Interest

   

1,735,922

   

Securities lending (net of fees)

   

6,810

   

Total Income

   

1,889,235

   

Expenses:

 

Investment advisory fees

   

490,164

   

Administration fees

   

49,794

   

Sub-Administration fees

   

14,132

   

12b-1 fees — Class A Shares

   

91,508

   

12b-1 fees — Class C Shares

   

93,279

   

12b-1 fees — Class R Shares

   

14,700

   

Custodian fees

   

13,881

   

Transfer agent fees — Class A Shares

   

10,107

   

Transfer agent fees — Class C Shares

   

5,668

   

Transfer agent fees — Class R Shares

   

570

   

Transfer agent fees — Class Y Shares

   

34,024

   

Trustees' fees

   

6,825

   

Compliance fees

   

694

   

Legal and audit fees

   

17,956

   

State registration and filing fees

   

66,036

   

Other expenses

   

18,387

   

Total Expenses

   

927,725

   

Expenses waived/reimbursed by Adviser

   

(134,256

)

 

Net Expenses

   

793,469

   

Net Investment Income (Loss)

   

1,095,766

   

Realized/Unrealized Gains (Losses) from Investments:

 

Net realized gains (losses) from investment securities

   

3,924,638

   

Net realized gains (losses) from futures contracts

   

(267,319

)

 

Net realized gains (losses) from swap agreements

   

(126,520

)

 

Net change in unrealized appreciation/depreciation on investment securities

   

1,631,194

   

Net change in unrealized appreciation/depreciation on futures contracts

   

42,119

   

Net change in unrealized appreciation/depreciation on swap agreements

   

20,150

   

Net realized/unrealized gains (losses) on investments

   

5,224,262

   

Change in net assets resulting from operations

 

$

6,320,028

   

See notes to financial statements.


81



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

469,256

   

$

668,632

   

$

3,749,720

   

$

5,596,772

   

$

11,999,966

   

$

8,072,654

   
Net realized gains
(losses) from
investments
   

956,039

     

458,868

     

1,551,713

     

(1,554,338

)

   

(286,139

)

   

928,393

   
Net change in
unrealized
appreciation/
depreciation on
investments
   

884,218

     

1,246,028

     

4,094,555

     

6,190,500

     

6,963,613

     

8,834,338

   
Change in net assets resulting
from operations
   

2,309,513

     

2,373,528

     

9,395,988

     

10,232,934

     

18,677,440

     

17,835,385

   

Distributions to Shareholders:

 

Class A Shares

   

(443,929

)

   

(553,387

)

   

(868,824

)

   

(1,562,354

)

   

(1,891,442

)

   

(1,707,779

)

 

Class C Shares

   

(31,603

)

   

(48,455

)

   

(238,443

)

   

(645,910

)

   

(1,103,322

)

   

(1,017,743

)

 

Class R Shares

   

(56,460

)

   

(64,516

)

   

(10,980

)

   

(22,128

)

   

(990,013

)

   

(991,828

)

 

Class Y Shares

   

(74,664

)

   

(85,405

)

   

(2,422,766

)

   

(3,852,275

)

   

(8,004,170

)

   

(4,352,666

)

 

From return of capital:

 

Class A Shares

   

     

     

(220,729

)

   

(54,402

)

   

     

   

Class C Shares

   

     

     

(60,578

)

   

(22,491

)

   

     

   

Class R Shares

   

     

     

(2,790

)

   

(770

)

   

     

   

Class Y Shares

   

     

     

(615,514

)

   

(134,138

)

   

     

   
Change in net assets resulting
from distributions to
shareholders
   

(606,656

)

   

(751,763

)

   

(4,440,624

)

   

(6,294,468

)

   

(11,988,947

)

   

(8,070,016

)

 
Change in net assets resulting
from capital transactions
   

(2,983,450

)

   

(4,159,816

)

   

(11,232,054

)

   

(77,242,799

)

   

66,176,609

     

88,103,596

   

Change in net assets

   

(1,280,593

)

   

(2,538,051

)

   

(6,276,690

)

   

(73,304,333

)

   

72,865,102

     

97,868,965

   

Net Assets:

 

Beginning of period

   

31,602,129

     

34,140,180

     

266,596,684

     

339,901,017

     

179,753,421

     

81,884,456

   

End of period

 

$

30,321,536

   

$

31,602,129

   

$

260,319,994

   

$

266,596,684

   

$

252,618,523

   

$

179,753,421

   

(continues on next page)

See notes to financial statements.


82



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

3,741,042

   

$

2,390,006

   

$

26,390,247

   

$

26,923,927

   

$

11,313,136

   

$

14,316,080

   

Distributions reinvested

   

432,981

     

541,439

     

998,870

     

1,496,239

     

1,207,222

     

1,089,701

   

Cost of shares redeemed

   

(5,934,340

)

   

(6,120,937

)

   

(20,255,290

)

   

(63,661,715

)

   

(6,047,019

)

   

(9,825,415

)

 

Total Class A Shares

 

$

(1,760,317

)

 

$

(3,189,492

)

 

$

7,133,827

   

$

(35,241,549

)

 

$

6,473,339

   

$

5,580,366

   

Class C Shares

 
Proceeds from shares
issued
 

$

371,418

   

$

143,899

   

$

1,293,466

   

$

1,733,369

   

$

6,325,319

   

$

2,217,726

   

Distributions reinvested

   

28,275

     

40,736

     

255,292

     

555,049

     

363,233

     

243,448

   

Cost of shares redeemed

   

(853,248

)

   

(1,154,650

)

   

(17,694,441

)

   

(26,142,779

)

   

(2,370,736

)

   

(2,392,678

)

 

Total Class C Shares

 

$

(453,555

)

 

$

(970,015

)

 

$

(16,145,683

)

 

$

(23,854,361

)

 

$

4,317,816

   

$

68,496

   

Class R Shares

 
Proceeds from shares
issued
 

$

520,871

   

$

254,810

   

$

440,750

   

$

166,661

   

$

573,952

   

$

201,511

   

Distributions reinvested

   

56,322

     

64,470

     

13,406

     

21,886

     

101,913

     

104,219

   

Cost of shares redeemed

   

(529,270

)

   

(310,418

)

   

(494,683

)

   

(614,563

)

   

(503,868

)

   

(584,834

)

 

Total Class R Shares

 

$

47,923

   

$

8,862

   

$

(40,527

)

 

$

(426,016

)

 

$

171,997

   

$

(279,104

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

1,142,128

   

$

1,073,428

   

$

84,768,131

   

$

79,871,959

   

$

169,162,794

   

$

109,042,788

   

Distributions reinvested

   

73,672

     

83,285

     

2,450,105

     

3,209,388

     

7,507,572

     

3,905,005

   

Cost of shares redeemed

   

(2,033,301

)

   

(1,165,884

)

   

(89,397,907

)

   

(100,802,220

)

   

(121,456,909

)

   

(30,213,955

)

 

Total Class Y Shares

 

$

(817,501

)

 

$

(9,171

)

 

$

(2,179,671

)

 

$

(17,720,873

)

 

$

55,213,457

   

$

82,733,838

   
Change in net assets resulting
from capital transactions
 

$

(2,983,450

)

 

$

(4,159,816

)

 

$

(11,232,054

)

 

$

(77,242,799

)

 

$

66,176,609

   

$

88,103,596

   

(continues on next page)

See notes to financial statements.


83



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

374,189

     

250,126

     

2,611,845

     

2,713,126

     

1,750,643

     

2,178,302

   

Reinvested

   

42,958

     

56,710

     

99,098

     

150,473

     

188,872

     

165,464

   

Redeemed

   

(596,219

)

   

(642,094

)

   

(2,017,103

)

   

(6,419,997

)

   

(962,364

)

   

(1,488,742

)

 

Total Class A Shares

   

(179,072

)

   

(335,258

)

   

693,840

     

(3,556,398

)

   

977,151

     

855,024

   

Class C Shares

 

Issued

   

37,380

     

14,963

     

128,943

     

174,135

     

971,560

     

336,209

   

Reinvested

   

2,808

     

4,274

     

25,402

     

55,850

     

56,460

     

36,921

   

Redeemed

   

(84,915

)

   

(121,567

)

   

(1,751,574

)

   

(2,631,589

)

   

(372,697

)

   

(364,090

)

 

Total Class C Shares

   

(44,727

)

   

(102,330

)

   

(1,597,229

)

   

(2,401,604

)

   

655,323

     

9,040

   

Class R Shares

 

Issued

   

51,521

     

26,637

     

43,544

     

16,756

     

87,110

     

30,796

   

Reinvested

   

5,574

     

6,730

     

1,331

     

2,201

     

15,967

     

15,810

   

Redeemed

   

(52,365

)

   

(32,531

)

   

(49,038

)

   

(61,801

)

   

(80,100

)

   

(89,390

)

 

Total Class R Shares

   

4,730

     

836

     

(4,163

)

   

(42,844

)

   

22,977

     

(42,784

)

 

Class Y Shares

 

Issued

   

114,222

     

111,553

     

8,403,448

     

8,030,344

     

27,361,536

     

16,745,403

   

Reinvested

   

7,320

     

8,725

     

242,992

     

322,449

     

1,177,131

     

594,277

   

Redeemed

   

(203,029

)

   

(122,068

)

   

(8,905,756

)

   

(10,149,972

)

   

(19,870,790

)

   

(4,607,680

)

 

Total Class Y Shares

   

(81,487

)

   

(1,790

)

   

(259,316

)

   

(1,797,179

)

   

8,667,877

     

12,732,000

   

Change in Shares

   

(300,556

)

   

(438,542

)

   

(1,166,868

)

   

(7,798,025

)

   

10,323,328

     

13,553,280

   

See notes to financial statements.


84



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

1,817,046

   

$

1,965,191

   

$

1,501,425

   

$

1,405,189

   

$

29,438,801

   

$

34,566,694

   
Net realized gains
(losses) from
investments
   

799,972

     

930,963

     

894,229

     

(123,953

)

   

(12,797,385

)

   

(3,969,624

)

 
Net change in
unrealized
appreciation/
depreciation on
investments
   

651,008

     

2,797,481

     

(455,689

)

   

2,151,260

     

6,115,431

     

23,471,885

   
Change in net assets
resulting from operations
   

3,268,026

     

5,693,635

     

1,939,965

     

3,432,496

     

22,756,847

     

54,068,955

   

Distributions to Shareholders:

 

Class A Shares

   

(1,310,488

)

   

(1,464,845

)

   

(900,322

)

   

(787,699

)

   

(7,509,760

)

   

(8,004,025

)

 

Class C Shares

   

(275,865

)

   

(531,783

)

   

(416,434

)

   

(562,857

)

   

(5,483,129

)

   

(9,318,078

)

 

Class R Shares

   

     

     

     

     

(13,890

)

   

(30,409

)

 

Class Y Shares

   

(993,693

)

   

(1,054,293

)

   

(434,615

)

   

(507,091

)

   

(16,288,620

)

   

(17,355,800

)

 

Member Class (a)

   

     

     

(633

)

   

     

(293

)

   

   
Change in net assets resulting
from distributions to
shareholders
   

(2,580,046

)

   

(3,050,921

)

   

(1,752,004

)

   

(1,857,647

)

   

(29,295,692

)

   

(34,708,312

)

 
Change in net assets resulting
from capital transactions
   

(5,160,426

)

   

(4,913,162

)

   

1,573,250

     

(5,254,452

)

   

84,613,158

     

(45,868,103

)

 

Change in net assets

   

(4,472,446

)

   

(2,270,448

)

   

1,761,211

     

(3,679,603

)

   

78,074,313

     

(26,507,460

)

 

Net Assets:

 

Beginning of period

   

65,968,536

     

68,238,984

     

43,767,983

     

47,447,586

     

585,887,758

     

612,395,218

   

End of period

 

$

61,496,090

   

$

65,968,536

   

$

45,529,194

   

$

43,767,983

   

$

663,962,071

   

$

585,887,758

   

(b)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


85



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

5,775,996

   

$

4,695,710

   

$

9,315,877

   

$

4,547,178

   

$

79,846,398

   

$

70,076,253

   

Distributions reinvested

   

1,202,398

     

1,392,860

     

818,111

     

711,497

     

6,658,816

     

7,183,990

   

Cost of shares redeemed

   

(5,606,292

)

   

(7,042,732

)

   

(3,158,508

)

   

(3,153,534

)

   

(66,492,431

)

   

(53,129,272

)

 

Total Class A Shares

 

$

1,372,102

   

$

(954,162

)

 

$

6,975,480

   

$

2,105,141

   

$

20,012,783

   

$

24,130,971

   

Class C Shares

 
Proceeds from shares
issued
 

$

658,815

   

$

452,375

   

$

382,792

   

$

641,769

   

$

8,695,794

   

$

7,693,670

   

Distributions reinvested

   

245,751

     

442,740

     

379,132

     

493,333

     

4,727,020

     

7,766,719

   

Cost of shares redeemed

   

(5,678,979

)

   

(8,300,227

)

   

(5,351,211

)

   

(7,042,158

)

   

(63,036,997

)

   

(84,302,278

)

 

Total Class C Shares

 

$

(4,774,413

)

 

$

(7,405,112

)

 

$

(4,589,287

)

 

$

(5,907,056

)

 

$

(49,614,183

)

 

$

(68,841,889

)

 

Class R Shares

 
Proceeds from shares
issued
 

$

   

$

   

$

   

$

   

$

81,023

   

$

111,430

   

Distributions reinvested

   

     

     

     

     

13,070

     

22,324

   

Cost of shares redeemed

   

     

     

     

     

(245,870

)

   

(414,932

)

 

Total Class R Shares

 

$

   

$

   

$

   

$

   

$

(151,777

)

 

$

(281,178

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

4,408,153

   

$

6,261,814

   

$

2,332,661

   

$

1,046,792

   

$

286,860,980

   

$

127,457,843

   

Distributions reinvested

   

974,393

     

1,026,770

     

417,909

     

489,689

     

14,104,888

     

14,917,921

   

Cost of shares redeemed

   

(7,140,661

)

   

(3,842,472

)

   

(3,702,429

)

   

(2,989,018

)

   

(186,660,948

)

   

(143,251,771

)

 

Total Class Y Shares

 

$

(1,758,115

)

 

$

3,446,112

   

$

(951,859

)

 

$

(1,452,537

)

 

$

114,304,920

   

$

(876,007

)

 

Member Class (a)

 
Proceeds from shares
issued
 

$

   

$

   

$

138,283

   

$

   

$

69,505

   

$

   

Distributions reinvested

   

     

     

633

     

     

290

     

   

Cost of shares redeemed

   

     

     

     

     

(8,380

)

   

   

Total Member Class

 

$

   

$

   

$

138,916

   

$

   

$

61,415

   

$

   
Change in net assets resulting
from capital transactions
 

$

(5,160,426

)

 

$

(4,913,162

)

 

$

1,573,250

   

$

(5,254,452

)

 

$

84,613,158

   

$

(45,868,103

)

 

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


86



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

591,255

     

478,144

     

869,235

     

425,557

     

8,856,174

     

7,475,434

   

Reinvested

   

122,799

     

141,785

     

76,906

     

66,390

     

752,843

     

767,211

   

Redeemed

   

(568,616

)

   

(713,456

)

   

(297,732

)

   

(296,773

)

   

(7,516,037

)

   

(5,679,746

)

 

Total Class A Shares

   

145,438

     

(93,527

)

   

648,409

     

195,174

     

2,092,980

     

2,562,899

   

Class C Shares

 

Issued

   

67,589

     

45,850

     

35,772

     

59,871

     

966,114

     

821,505

   

Reinvested

   

25,122

     

45,183

     

35,679

     

46,148

     

535,700

     

828,359

   

Redeemed

   

(583,439

)

   

(846,526

)

   

(507,680

)

   

(659,895

)

   

(7,162,986

)

   

(8,978,146

)

 

Total Class C Shares

   

(490,728

)

   

(755,493

)

   

(436,229

)

   

(553,876

)

   

(5,661,172

)

   

(7,328,282

)

 

Class R Shares

 

Issued

   

     

     

     

     

8,818

     

11,901

   

Reinvested

   

     

     

     

     

1,480

     

2,385

   

Redeemed

   

     

     

     

     

(26,479

)

   

(44,380

)

 

Total Class R Shares

   

     

     

     

     

(16,181

)

   

(30,094

)

 

Class Y Shares

 

Issued

   

454,324

     

633,656

     

219,079

     

98,269

     

32,140,981

     

13,621,991

   

Reinvested

   

99,525

     

104,534

     

39,262

     

45,760

     

1,588,219

     

1,591,749

   

Redeemed

   

(725,840

)

   

(392,165

)

   

(352,658

)

   

(280,476

)

   

(21,256,634

)

   

(15,289,018

)

 

Total Class Y Shares

   

(171,991

)

   

346,025

     

(94,317

)

   

(136,447

)

   

12,472,566

     

(75,278

)

 

Member Class (a)

 

Issued

   

     

     

12,839

     

     

7,549

     

   

Reinvested

   

     

     

59

     

     

31

     

   

Redeemed

   

     

     

     

     

(899

)

   

   

Total Member Class

   

     

     

12,898

     

     

6,681

     

   

Change in Shares

   

(517,281

)

   

(502,995

)

   

130,761

     

(495,149

)

   

8,894,874

     

(4,870,755

)

 

(a)  Victory High Income Municipal Bond Fund and Victory Floating Rate Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


87



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
Strategic Income Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

1,095,766

   

$

1,251,164

   

Net realized gains (losses) from investments

   

3,530,799

     

1,161,066

   

Net change in unrealized appreciation/depreciation on investments

   

1,693,463

     

1,949,178

   

Change in net assets resulting from operations

   

6,320,028

     

4,361,408

   

Distributions to Shareholders:

 

Class A Shares

   

(1,174,119

)

   

(852,988

)

 

Class C Shares

   

(212,356

)

   

(173,876

)

 

Class R Shares

   

(78,861

)

   

(60,881

)

 

Class Y Shares

   

(1,372,240

)

   

(136,515

)

 

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

   

(2,837,576

)

   

(1,296,495

)

 

Change in net assets resulting from capital transactions

   

52,004,480

     

(1,865,822

)

 

Change in net assets

   

55,486,932

     

1,199,091

   

Net Assets:

 

Beginning of period

   

51,032,401

     

49,833,310

   

End of period

 

$

106,519,333

   

$

51,032,401

   

(continues on next page)

See notes to financial statements.


88



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
Strategic Income Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

6,584,986

   

$

1,094,391

   

Distributions reinvested

   

249,590

     

139,804

   

Cost of shares redeemed

   

(1,612,948

)

   

(1,529,524

)

 

Total Class A Shares

 

$

5,221,628

   

$

(295,329

)

 

Class C Shares

 

Proceeds from shares issued

 

$

1,041,663

   

$

332,247

   

Distributions reinvested

   

153,572

     

137,629

   

Cost of shares redeemed

   

(1,365,907

)

   

(2,160,161

)

 

Total Class C Shares

 

$

(170,672

)

 

$

(1,690,285

)

 

Class R Shares

 

Proceeds from shares issued

 

$

119,388

   

$

8,929

   

Distributions reinvested

   

9,184

     

8,376

   

Cost of shares redeemed

   

(169,583

)

   

(82,802

)

 

Total Class R Shares

 

$

(41,011

)

 

$

(65,497

)

 

Class Y Shares

 

Proceeds from shares issued

 

$

82,375,402

   

$

638,486

   

Distributions reinvested

   

1,284,394

     

71,237

   

Cost of shares redeemed

   

(36,665,261

)

   

(524,434

)

 

Total Class Y Shares

 

$

46,994,535

   

$

185,289

   

Change in net assets resulting from capital transactions

 

$

52,004,480

   

$

(1,865,822

)

 

Share Transactions:

 

Class A Shares

 

Issued

   

608,160

     

107,366

   

Reinvested

   

23,022

     

13,743

   

Redeemed

   

(150,322

)

   

(149,880

)

 

Total Class A Shares

   

480,860

     

(28,771

)

 

Class C Shares

 

Issued

   

98,031

     

32,731

   

Reinvested

   

14,102

     

13,502

   

Redeemed

   

(128,480

)

   

(213,151

)

 

Total Class C Shares

   

(16,347

)

   

(166,918

)

 

Class R Shares

 

Issued

   

10,816

     

880

   

Reinvested

   

845

     

820

   

Redeemed

   

(15,565

)

   

(8,345

)

 

Total Class R Shares

   

(3,904

)

   

(6,645

)

 

Class Y Shares

 

Issued

   

7,730,049

     

62,449

   

Reinvested

   

118,940

     

7,040

   

Redeemed

   

(3,490,501

)

   

(52,459

)

 

Total Class Y Shares

   

4,358,488

     

17,030

   

Change in Shares

   

4,819,097

     

(185,304

)

 

See notes to financial statements.


89



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 12/31/20

 

$

9.72

     

0.16

     

0.61

     

0.77

     

(0.21

)

   

   

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

)

 

Class C

 

Year Ended 12/31/20

 

$

9.72

     

0.08

     

0.59

     

0.67

     

(0.12

)

   

   

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

)

 

Class R

 

Year Ended 12/31/20

 

$

9.75

     

0.12

     

0.59

     

0.71

     

(0.16

)

   

   

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

9.71

     

0.19

     

0.60

     

0.79

     

(0.23

)

   

   

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

)

 

(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.


90



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 12/31/20

   

(0.21

)

 

$

10.28

     

7.94

%

   

0.90

%

   

1.60

%

   

1.27

%

 

$

21,423

     

80

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

(0.12

)

 

$

10.27

     

6.89

%

   

1.77

%

   

0.76

%

   

2.39

%

 

$

2,526

     

80

%

 

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

%

 

Class R

 

Year Ended 12/31/20

   

(0.16

)

 

$

10.30

     

7.37

%

   

1.30

%

   

1.16

%

   

1.84

%

 

$

3,603

     

80

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

(0.23

)

 

$

10.27

     

8.21

%

   

0.66

%

   

1.91

%

   

1.31

%

 

$

2,770

     

80

%

 

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

%

 

See notes to financial statements.


91



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 12/31/20

 

$

9.99

     

0.14

     

0.24

     

0.38

     

(0.14

)

   

(0.03

)

   

(0.17

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

9.99

     

0.08

     

0.22

     

0.30

     

(0.07

)

   

(0.02

)

   

(0.09

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

9.99

     

0.10

     

0.24

     

0.34

     

(0.10

)

   

(0.03

)

   

(0.13

)

 

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

9.99

     

0.17

     

0.23

     

0.40

     

(0.15

)

   

(0.04

)

   

(0.19

)

 

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

)

 

(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.


92



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 INCORE Low Duration Bond Fund

 

Class A

 

Year Ended 12/31/20

   

   

$

10.20

     

3.85

%

   

0.85

%

   

1.39

%

   

0.95

%

 

$

70,357

     

85

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

   

$

10.20

     

3.05

%

   

1.62

%

   

0.76

%

   

1.72

%

 

$

23,504

     

85

%

 

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

%

 

Class R

 

Year Ended 12/31/20

   

   

$

10.20

     

3.41

%

   

1.27

%

   

0.99

%

   

2.38

%

 

$

1,129

     

85

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

   

$

10.20

     

4.08

%

   

0.62

%

   

1.64

%

   

0.68

%

 

$

165,330

     

85

%

 

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

%

 

See notes to financial statements.


93



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 12/31/20

 

$

6.73

     

0.37

     

0.10

     

0.47

     

(0.37

)

   

(0.37

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

6.75

     

0.33

     

0.10

     

0.43

     

(0.33

)

   

(0.33

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

6.75

     

0.35

     

0.10

     

0.45

     

(0.35

)

   

(0.35

)

 

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

6.70

     

0.39

     

0.10

     

0.49

     

(0.39

)

   

(0.39

)

 

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

)

 

*  Includes adjustments in accordance with U.S. generally accepted accounting principles.

(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.


94



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 High Yield Fund

 

Class A

 

Year Ended 12/31/20

 

$

6.83

     

7.61

%

   

1.00

%

   

5.85

%

   

1.12

%

 

$

38,735

     

124

%

 

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

%

 

Class C

 

Year Ended 12/31/20

 

$

6.85

     

6.84

%

   

1.70

%

   

5.14

%

   

1.81

%

 

$

25,957

     

124

%

 

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

%

 

Class R

 

Year Ended 12/31/20

 

$

6.85

     

7.24

%

   

1.33

%

   

5.51

%

   

1.33

%

 

$

19,248

     

124

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

 

$

6.80

     

7.88

%

   

0.76

%

   

6.11

%

   

0.90

%

 

$

168,677

     

124

%

 

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

%

 

See notes to financial statements.


95



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 12/31/20

 

$

9.84

     

0.29

     

0.23

     

0.52

     

(0.32

)

   

(0.10

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

9.84

     

0.22

     

0.22

     

0.44

     

(0.24

)

   

(0.10

)

 

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

9.84

     

0.30

     

0.23

     

0.53

     

(0.33

)

   

(0.10

)

 

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

)

 

(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.


96



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 Tax-Exempt Fund

 

Class A

 

Year Ended 12/31/20

   

(0.42

)

 

$

9.94

     

5.39

%

   

0.80

%

   

3.00

%

   

1.04

%

 

$

32,001

     

44

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

(0.34

)

 

$

9.94

     

4.56

%

   

1.60

%

   

2.28

%

   

1.91

%

 

$

6,497

     

44

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

(0.43

)

 

$

9.94

     

5.51

%

   

0.69

%

   

3.12

%

   

0.85

%

 

$

22,998

     

44

%

 

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

%

 

See notes to financial statements.


97



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 12/31/20

 

$

10.75

     

0.42

     

0.15

     

0.57

     

(0.39

)

   

(0.09

)

 

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

)

   

   

Class C

 

Year Ended 12/31/20

 

$

10.75

     

0.33

     

0.16

     

0.49

     

(0.31

)

   

(0.09

)

 

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

)

   

   

Class Y

 

Year Ended 12/31/20

 

$

10.75

     

0.44

     

0.16

     

0.60

     

(0.42

)

   

(0.09

)

 

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

)

   

   

Member Class

 
11/3/20(e) through
12/31/20
 

$

10.56

     

0.12

     

0.31

     

0.43

     

(0.06

)

   

(0.09

)

 

(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)  Commencement of operations.

See notes to financial statements.


98



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 High Income Municipal Bond Fund

 

Class A

 

Year Ended 12/31/20

   

(0.48

)

 

$

10.84

     

5.52

%

   

0.80

%

   

3.95

%

   

1.10

%

 

$

26,330

     

74

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

(0.40

)

 

$

10.84

     

4.72

%

   

1.57

%

   

3.11

%

   

1.90

%

 

$

9,378

     

74

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

(0.51

)

 

$

10.84

     

5.76

%

   

0.57

%

   

4.14

%

   

0.93

%

 

$

9,682

     

74

%

 

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

%

 

Member Class

 
11/3/20(e) through
12/31/20
   

(0.15

)

 

$

10.84

     

4.12

%

   

0.65

%

   

6.78

%

   

42.32

%

 

$

140

     

74

%

 

See notes to financial statements.


99



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 12/31/20

 

$

9.42

     

0.49

     

(0.08

)

   

0.41

     

(0.49

)

   

(0.49

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

9.42

     

0.43

     

(0.09

)

   

0.34

     

(0.42

)

   

(0.42

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

9.41

     

0.45

     

(0.09

)

   

0.36

     

(0.44

)

   

(0.44

)

 

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

)

   

(e)

   

(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

)

 

Class Y

 

Year Ended 12/31/20

 

$

9.43

     

0.51

     

(0.08

)

   

0.43

     

(0.51

)

   

(0.51

)

 

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

)

 

Member Class

 
11/3/20(f) through
12/31/20
 

$

9.02

     

0.08

     

0.32

(g)

   

0.40

     

(0.08

)

   

(0.08

)

 

*  Includes adjustments in accordance with U.S. generally accepted accounting principles.

(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)  Commencement of operations.

(g)  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.

See notes to financial statements.


100



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)(b)*
  Net
Expenses(c)
  Net
Investment
Income
(Loss)(c)
  Gross
Expenses(c)
  Net Assets,
End of
Period
(000's)
  Portfolio
Turnover(b)(d)
 

Victory Floating Rate Fund

 

Class A

 

Year Ended 12/31/20

 

$

9.34

     

4.81

%

   

1.00

%

   

5.54

%

   

1.17

%

 

$

164,864

     

54

%

 

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

%

 

Class C

 

Year Ended 12/31/20

 

$

9.34

     

3.96

%

   

1.80

%

   

4.81

%

   

1.94

%

 

$

94,885

     

54

%

 

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

%

 

Class R

 

Year Ended 12/31/20

 

$

9.33

     

4.23

%

   

1.56

%

   

5.01

%

   

6.20

%

 

$

300

     

54

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

 

$

9.35

     

5.03

%

   

0.78

%

   

5.73

%

   

0.93

%

 

$

403,852

     

54

%

 

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

%

 

Member Class

 
11/3/20(f) through
12/31/20
 

$

9.34

     

4.41

%

   

0.85

%

   

5.46

%

   

56.41

%

 

$

62

     

54

%

 

See notes to financial statements.


101



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
12/31/20
 

$

10.35

     

0.15

     

0.78

     

0.93

     

(0.15

)

   

(0.18

)

   

   
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

)

 

Class C

 
Year Ended
12/31/20
 

$

10.40

     

0.06

     

0.80

     

0.86

     

(0.07

)

   

(0.18

)

   

   
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

)

 

Class R

 
Year Ended
12/31/20
 

$

10.41

     

0.11

     

0.78

     

0.89

     

(0.11

)

   

(0.18

)

   

   
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

)

 

Class Y

 
Year Ended
12/31/20
 

$

10.29

     

0.16

     

0.80

     

0.96

     

(0.18

)

   

(0.18

)

   

   
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

)

 

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

See notes to financial statements.


102



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
12/31/20
   

(0.33

)

 

$

10.95

     

9.09

%

   

0.95

%

   

1.39

%

   

1.08

%

 

$

40,993

     

194

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

(0.25

)

 

$

11.01

     

8.28

%

   

1.74

%

   

0.59

%

   

1.96

%

 

$

9,477

     

194

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

(0.29

)

 

$

11.01

     

8.61

%

   

1.34

%

   

0.99

%

   

1.72

%

 

$

2,989

     

194

%

 
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

%

 

Class Y

 
Year Ended
12/31/20
   

(0.36

)

 

$

10.89

     

9.37

%

   

0.74

%

   

1.53

%

   

0.91

%

 

$

53,060

     

194

%

 
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

%

 

(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.


103



Victory Portfolios

  Notes to Financial Statements
December 31, 2020
 

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, Y and
   Member Class*
 
Victory Floating Rate Fund
 
  Floating Rate Fund
 
  Classes A, C, R, Y and
   Member Class*
 

Victory Strategic Income Fund

 

Strategic Income Fund

 

Classes A, C, R and Y

 

*  Member Class commenced operations on November 3, 2020.

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 Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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.


104



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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)

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

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

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

Swap agreements are valued at the mean between the current bid and ask prices. To the extent this model is utilized, these valuations are considered 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 Trust's 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, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments.

   

Level 1

 

Level 2

 

Level 3

 

Total

 

INCORE Investment Quality Bond Fund

 

Asset-Backed Securities

 

$

   

$

167,157

   

$

   

$

167,157

   

Collateralized Mortgage Obligations

   

     

268,014

     

     

268,014

   
Preferred Stocks    

601,439

     

     

     

601,439

   

Corporate Bonds

   

     

16,555,133

     

     

16,555,133

   
Residential Mortgage-Backed
Securities
   

     

98,251

     

     

98,251

   

Yankee Dollars

   

     

3,273,634

     

     

3,273,634

   
U.S. Government Mortgage-Backed
Agencies
   

     

7,713,258

     

     

7,713,258

   

U.S. Treasury Obligations

   

     

812,571

     

     

812,571

   

Collateral for Securities Loaned

   

321,882

     

     

     

321,882

   

Total

 

$

923,321

   

$

28,888,018

   

$

   

$

29,811,339

   


105



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
   

Level 1

 

Level 2

 

Level 3

 

Total

 

Other Financial Investments^:

 

Assets:

 

Futures

 

$

3,879

   

$

   

$

   

$

3,879

   

Liabilities:

 

Futures

   

(1,464

)

   

     

     

(1,464

)

 

Total

 

$

2,415

   

$

   

$

   

$

2,415

   

INCORE Low Duration Bond Fund

 

Asset-Backed Securities

 

$

   

$

3,755,121

   

$

   

$

3,755,121

   

Collateralized Mortgage Obligations

   

     

8,295,670

     

     

8,295,670

   
Preferred Stocks    

5,076,482

     

     

     

5,076,482

   

Corporate Bonds

   

     

105,479,913

     

     

105,479,913

   
Residential Mortgage-Backed
Securities
   

     

9,608,258

     

     

9,608,258

   

Yankee Dollars

   

     

18,545,132

     

     

18,545,132

   
U.S. Government Mortgage-Backed
Agencies
   

     

18,177,199

     

     

18,177,199

   

U.S. Treasury Obligations

   

     

85,173,764

     

     

85,173,764

   

Collateral for Securities Loaned

   

2,086,831

     

     

     

2,086,831

   

Total

 

$

7,163,313

   

$

249,035,057

   

$

   

$

256,198,370

   

Other Financial Investments^:

 

Liabilities:

 

Futures

 

$

(19,775

)

 

$

   

$

   

$

(19,775

)

 

Total

 

$

(19,775

)

 

$

   

$

   

$

(19,775

)

 

High Yield Fund

 

Common Stocks

 

$

1,735,119

   

$

   

$

   

$

1,735,119

   

Senior Secured Loans

   

     

32,806,648

     

     

32,806,648

   

Corporate Bonds

   

     

193,235,020

     

     

193,235,020

   

Yankee Dollars

   

     

15,398,708

     

     

15,398,708

   

Collateral for Securities Loaned

   

23,143,667

     

     

     

23,143,667

   

Total

 

$

24,878,786

   

$

241,440,376

   

$

   

$

266,319,162

   

Tax-Exempt Fund

 

Municipal Bonds

 

$

   

$

59,096,166

   

$

   

$

59,096,166

   

Exchange-Traded Funds

   

1,846,200

     

     

     

1,846,200

   

Collateral for Securities Loaned

   

1,867,505

     

     

     

1,867,505

   

Total

 

$

3,713,705

   

$

59,096,166

   

$

   

$

62,809,871

   

High Income Municipal Bond Fund

 

Municipal Bonds

 

$

   

$

41,101,404

   

$

   

$

41,101,404

   

Exchange-Traded Funds

   

3,795,420

     

     

     

3,795,420

   

Total

 

$

3,795,420

   

$

41,101,404

   

$

   

$

44,896,824

   

Floating Rate Fund

 

Common Stocks

 

$

192,371

   

$

   

$

   

$

192,371

   

Senior Secured Loans

   

     

528,173,225

     

     

528,173,225

   

Corporate Bonds

   

     

108,022,818

     

     

108,022,818

   

Yankee Dollars

   

     

11,565,460

     

     

11,565,460

   

Total

 

$

192,371

   

$

647,761,503

   

$

   

$

647,953,874

   


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December 31, 2020
 
   

Level 1

 

Level 2

 

Level 3

 

Total

 

Strategic Income Fund

 

Asset-Backed Securities

 

$

   

$

2,741,076

   

$

   

$

2,741,076

   

Collateralized Mortgage Obligations

   

     

3,039,100

     

     

3,039,100

   

Corporate Bonds

   

     

54,925,355

     

     

54,925,355

   
Residential Mortgage-Backed
Securities
   

     

170,063

     

     

170,063

   

Yankee Dollars

   

     

9,932,819

     

     

9,932,819

   
U.S. Government Mortgage-Backed
Agencies
   

     

145,180

     

     

145,180

   

U.S. Treasury Obligations

   

     

25,646,587

     

     

25,646,587

   

Exchange-Traded Funds

   

7,364,800

     

     

     

7,364,800

   

Collateral for Securities Loaned

   

4,481,997

     

     

     

4,481,997

   

Total

 

$

11,846,797

   

$

96,600,180

   

$

   

$

108,446,977

   

Other Financial Investments^:

 

Assets:

 

Futures

 

$

71,494

   

$

   

$

   

$

71,494

   

Liabilities:

 

Futures

   

(99,462

)

   

     

     

(99,462

)

 

Total

 

$

(27,968

)

 

$

   

$

   

$

(27,968

)

 

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

For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.

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 NAV. 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 on 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


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December 31, 2020
 

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 invests 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.

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.

Investment Companies:

Exchange-Traded Funds:

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


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December 31, 2020
 

Open-End Funds:

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

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 Deposit with broker for futures contracts.

During the year ended December 31, 2020, 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.

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.


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December 31, 2020
 

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 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 on the Schedule 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. The collateral held by the Funds is presented on the Statements of Assets and Liabilities under Deposit with brokers for swap agreements.

For the year ended December 31, 2020, the 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, 2020, discloses both gross information and net information about instruments and transactions eligible for offset on 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.


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December 31, 2020
 
            Net Amounts
Presented in the
  Gross Amounts not offset in the
Statements of Assets and Liabilities
 
    Gross Amounts
of Recognized
Assets
  Gross Amounts
Available for
Offset
  Statements of
Assets and
Liabilities
  Financial
Instruments
for offset
  Cash
Collateral
Received
  Net
Amount
 

INCORE Investment Quality Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
 

$

2,906

   

$

   

$

2,906

   

$

(328

)

 

$

   

$

2,578

   

Strategic Income Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

26,602

     

     

26,602

     

(26,602

)

   

     

   

          Net Amounts
Presented in the
  Gross Amounts not offset in the
Statements of Assets and Liabilities
 
    Gross Amounts
of Recognized
Liabilities
  Gross Amounts
Available for
Offset
  Statements of
Assets and
Liabilities
  Financial
Instruments
for offset
  Cash
Collateral
Pledged*
  Net
Amount
 

INCORE Investment Quality Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
 

$

328

   

$

   

$

328

   

$

(328

)

 

$

   

$

   

INCORE Low Duration Bond Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

8,281

     

     

8,281

     

     

(8,281

)

   

   

Strategic Income Fund

 
Futures Contracts — Goldman
Sachs & Co.
   

42,078

     

     

42,078

     

(26,602

)

   

(15,476

)

   

   

*  Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by each Fund is disclosed on the Statements of Assets and Liabilities.

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, 2020:

   

Assets

 

Liabilities

 
    Variation
Margin
Receivable on
Open Futures
Contracts*
  Variation
Margin
Payable on
Open Futures
Contracts*
 

Interest Rate Risk Exposure:

 

INCORE Investment Quality Bond Fund

 

$

3,879

   

$

1,464

   

INCORE Low Duration Bond Fund

   

     

19,775

   

Strategic Income Fund

   

71,494

     

99,462

   

*  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 futures contracts are reported within the Statements of Assets and Liabilities.


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December 31, 2020
 

The following table presents the effect of derivative instruments on the Statements of Operations, categorized by risk exposure, for the year ended December 31, 2020:

    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)
on Futures
Contracts
  Net Realized
Gains (Losses)
on 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

 

$

   

$

(82,185

)

 

$

   

$

(14,094

)

 

INCORE Low Duration Bond Fund

   

     

(401,936

)

   

     

(120,813

)

 

Strategic Income Fund

   

     

(126,520

)

   

     

20,150

   

Interest Rate Risk Exposure:

 

INCORE Investment Quality Bond Fund

 

$

248,381

   

$

   

$

7,308

   

$

   

INCORE Low Duration Bond Fund

   

1,052,349

     

     

(23,960

)

   

   

Strategic Income Fund

   

(267,319

)

   

     

42,119

     

   

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, except for the INCORE Low Duration Bond Fund. The volume associated with derivative positions in the INCORE Low Duration Bond Fund was 24% and 3% for futures contracts and swap agreements, respectively, based on average monthly notional amounts in comparison to net assets during the year.

Investment Transactions and Related Income:

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


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December 31, 2020
 

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 on the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on 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, 2020. 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

  Between
30 & 90 days
 

90 days

  Net
Amount
 
INCORE Investment Quality
Bond Fund
 

$

314,857

   

$

314,857

   

$

   

$

   

$

   

$

   
INCORE Low Duration
Bond Fund
   

2,032,604

     

2,032,604

     

     

     

     

   

High Yield Fund

   

22,083,156

     

22,083,156

     

     

     

     

   

Tax-Exempt Fund

   

1,827,738

     

1,827,738

     

     

     

     

   

Strategic Income Fund

   

4,381,534

     

4,381,534

     

     

     

     

   

*  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.


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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.

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., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to 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 fees and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

Cross-Trade Transactions:

Pursuant to Rule 17a-7 under the 1940 Act, the 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, 2020, the Funds engaged in the following securities transactions with affiliated funds, which resulted in the following net realized gains (losses):

   

Purchases

 

Sales

  Net Realized
Gains (Losses)
 

Tax-Exempt Fund

 

$

1,600,000

   

$

2,700,000

   

$

   

High Income Municipal Bond Fund

   

3,100,000

     

2,400,000

     

   


114



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, 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
 

$

12,722,821

   

$

7,397,741

   

$

10,591,814

   

$

17,621,538

   
INCORE Low Duration
Bond Fund
   

81,484,784

     

102,589,411

     

124,854,059

     

109,226,401

   
High Yield Fund    

306,727,443

     

240,124,573

     

     

   
Tax-Exempt Fund    

27,018,082

     

30,946,941

     

     

   
High Income Municipal
Bond Fund
   

32,021,790

     

29,519,121

     

     

   
Floating Rate Fund    

370,025,777

     

288,147,313

     

     

   
Strategic Income Fund    

114,771,176

     

74,378,756

     

83,488,293

     

74,844,753

   

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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statements of Operations as Investment advisory fees.

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 High Yield Fund, the Floating Rate Fund and the Strategic Income Fund, subject to the oversight of the Board. Prior to April 2020, Park Avenue provided investment advisory services to the Tax-Exempt Fund and the High Income Municipal Bond Fund.

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 the 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses


115



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

specifically allocated to the Funds. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Sub-Administration fees.

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Custodian fees.

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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Compliance fees.

Sidley Austin LLP provides legal services to the Trust.

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as 12b-1 fees.

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 year ended December 31, 2020, the Distributor received approximately $21,158 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, 2020, the expense limits (excluding voluntary waivers) are as follows:

   

In effect until April 30, 2021

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class Y
Shares
  Member
Class
 

INCORE Investment Quality Bond Fund

   

0.90

%

   

1.77

%

   

1.30

%

   

0.66

%

   

N/A

   

INCORE Low Duration Bond Fund

   

0.85

%

   

1.62

%

   

1.27

%

   

0.62

%

   

N/A

   

High Yield Fund

   

1.00

%

   

1.70

%

   

1.35

%

   

0.76

%

   

N/A

   

Tax-Exempt Fund

   

0.80

%

   

1.60

%

   

N/A

     

0.69

%

   

N/A

   

High Income Municipal Bond Fund

   

0.80

%

   

1.57

%

   

N/A

     

0.57

%

   

0.65

%(a)

 

Floating Rate Fund

   

1.00

%

   

1.80

%

   

1.56

%

   

0.78

%

   

0.85

%(a)

 

Strategic Income Fund

   

0.95

%

   

1.74

%

   

1.34

%

   

0.74

%

   

N/A

   


116



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

(a)  In effect from November 3, 2020, until at least April 30, 2022.

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, 2020, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.

    Expires
December 30,
2021
  Expires
December 30,
2022
  Expires
December 31,
2023
 

Total

 

INCORE Investment Quality Bond Fund

 

$

107,641

   

$

127,606

   

$

136,293

   

$

371,540

   

INCORE Low Duration Bond Fund

   

110,273

     

163,391

     

131,941

     

405,605

   

High Yield Fund

   

76,868

     

181,413

     

253,784

     

512,065

   

Tax-Exempt Fund

   

114,539

     

132,065

     

135,204

     

381,808

   

High Income Municipal Bond Fund

   

121,563

     

132,417

     

131,713

     

385,693

   

Floating Rate Fund

   

765,491

     

841,458

     

827,922

     

2,434,871

   

Strategic Income Fund

   

98,810

     

110,089

     

134,256

     

343,155

   

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 $ 76,625 for the year ended December 31, 2020 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, Custodian, Distributor, and Legal Counsel.

5. Risks:

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

Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.

Credit Risk — 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.

Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These


117



Victory Portfolios

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December 31, 2020
 

negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

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

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2020, the Victory Funds Complex and the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex 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. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the


118



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

$300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is presented on the Statements of Operations under Line of credit fees.

The Funds did not utilize the Line of Credit during the year ended December 31, 2020.

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 money to and borrow money from any other Victory Fund, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period, if applicable, is presented on the Statements of Operations under Interest expense on interfund lending. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending income.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2020, were as follows:

    Borrower or
Lender
  Amount
Outstanding at
December 31,
2020
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
INCORE Low Duration
Bond Fund
 

Borrower

 

$

   

$

2,282,000

     

1

     

1.02

%

 

$

2,282,000

   

Tax-Exempt Fund

 

Borrower

   

     

1,721,667

     

3

     

1.92

%

   

2,077,000

   

*  For the year ended December 31, 2020, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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, 2020, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

  Total
Accumulated
Earnings/(Loss)
 

Capital

 
INCORE Low Duration Bond Fund  

$

3

   

$

(3

)

 

High Yield Fund

   

(1,599

)

   

1,599

   

Tax-Exempt Fund

   

4

     

(4

)

 

Floating Rate Fund

   

2

     

(2

)

 

Strategic Income Fund

   

(1

)

   

1

   


119



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020

 
   

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
 

$

628,534

   

$

   

$

628,534

   

$

   

$

   

$

628,534

   

INCORE Low Duration Bond Fund

   

3,852,115

     

     

3,852,115

     

899,611

     

     

4,751,726

   

High Yield Fund

   

11,988,947

     

     

11,988,947

     

     

     

11,988,947

   
Tax-Exempt Fund    

16,565

     

582,047

     

598,612

     

     

1,981,434

     

2,580,046

   

High Income Municipal Bond Fund

   

152,651

     

185,634

     

338,285

     

     

1,413,719

     

1,752,004

   

Floating Rate Fund

   

29,295,692

     

     

29,295,692

     

     

     

29,295,692

   

Strategic Income Fund

   

2,008,446

     

903,103

     

2,911,549

     

     

     

2,911,549

   
   

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

   

As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:

    Undistributed
Ordinary
Income
  Undistributed
Tax-Exempt
Income
  Undistributed
Long-Term
Capital Gains
  Distributions
Payable
  Accumulated
Earnings
  Accumulated
Capital and
Other
Losses
  Qualified
Late-Year
Losses*
  Unrealized
Appreciation
(Depreciation)**
  Other
Temporary
Differences
  Total
Accumulated
Earnings
(Loss)
 
INCORE Investment
Quality Bond
Fund
 

$

195,682

   

$

   

$

   

$

   

$

195,682

   

$

   

$

   

$

1,606,826

   

$

   

$

1,802,508

   
INCORE Low
Duration Bond
Fund
   

     

     

     

(229,387

)

   

(229,387

)

   

(30,612,155

)

   

     

5,453,524

     

     

(25,388,018

)

 

High Yield Fund

   

22,888

     

     

     

     

22,888

     

(6,751,308

)

   

     

10,477,133

     

     

3,748,713

   
Tax-Exempt Fund    

     

10,812

     

217,910

     

     

228,722

     

     

     

4,683,106

     

     

4,911,828

   
High Income
Municipal Bond
Fund
   

     

150,543

     

     

     

150,543

     

     

(82,165

)

   

2,036,464

     

(15,470

)

   

2,089,372

   

Floating Rate Fund

   

278,667

     

     

     

     

278,667

     

(183,325,919

)

   

     

111,685

     

(15,807

)

   

(182,951,374

)

 
Strategic Income
Fund
   

492,941

     

     

381,677

     

     

874,618

     

     

     

3,295,235

     

     

4,169,853

   

*  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, contingent payment debt instruments, and deemed dividends on Convertible Debt Under Sec. 305(c).


120



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

As of the tax year ended December 31, 2020, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the table below, which are not subject to expiration.

    Short-Term
Amount
  Long-Term
Amount
 

Total

 

INCORE Low Duration Bond Fund

 

$

11,509,008

   

$

19,103,147

   

$

30,612,155

   

High Yield Fund

   

     

6,751,308

     

6,751,308

   

Floating Rate Fund

   

28,124,571

     

155,201,348

     

183,325,919

   

During the most recent tax year ended December 31, 2020, the INCORE Investment Quality Bond Fund, INCORE Low Duration Bond Fund, High Yield Fund and Strategic Income Fund utilized $577,889, $1,327,229, $420,316 and $902,515, respectively, of CLCFs.

As of December 31, 2020, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives 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

 

$

28,204,513

   

$

1,639,714

   

$

(32,888

)

 

$

1,606,826

   

INCORE Low Duration Bond Fund

   

250,744,846

     

5,600,369

     

(146,845

)

   

5,453,524

   

High Yield Fund

   

255,842,029

     

13,195,861

     

(2,718,728

)

   

10,477,133

   

Tax-Exempt Fund

   

58,126,765

     

4,756,817

     

(73,711

)

   

4,683,106

   

High Income Municipal Bond Fund

   

42,860,360

     

2,361,526

     

(325,062

)

   

2,036,464

   

Floating Rate Fund

   

647,842,189

     

12,459,462

     

(12,347,777

)

   

111,685

   

Strategic Income Fund

   

105,151,742

     

3,336,495

     

(41,260

)

   

3,295,235

   

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, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds. Shareholders of record may hold Fund shares for the benefit of their customers.

   

Shareholder

 

Percent

 

High Income Municipal Bond Fund

 

Wells Fargo

   

29.1

%

 

Strategic Income Fund

 

Guardian Life Insurance

   

36.3

%

 


121



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, 2020, the related statements of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period 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, 2020, the results of their operations for the year then ended and the changes in their net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 26, 2019, expressed an unqualified opinion on those 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian, counterparties and brokers or by other appropriate auditing procedures where replies from brokers and counterparties were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 23, 2021


122



Victory Portfolios

  Supplemental Information
December 31, 2020
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, 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, 8 portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth

  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, Born October 1951

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, Born April 1947

 

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).

 

E. Lee Beard,* Born August 1951

 

Trustee

 

May 2005

 

Retired (since 2015)

 

None.

 

Dennis M. Bushe, Born January 1944

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


123



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Date
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
John L. Kelly,
Born April 1953
 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, (January 2016-April 2016) and Managing Partner (August 2014-January 2016) Endgate Commodities LLC.

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer,* Born April 1957

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, Born May 1961

 

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, Born December 1944

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown,** Born May 1972

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.

 

Trustee, USAA Mutual Funds Trust.

 

*  The Board has designated Ms. Beard and Mr. Meyer 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.


124



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, 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 Date of Birth

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, Born February 1962

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, Born July 1969

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser.

 

Erin G. Wagner, Born February 1974

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, Born March 1965

 

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, Born March 1984

 

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 Services, Inc. (since 2018).

 

Colin Kinney, Born October 1973

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 
Chuck Booth,
Born April 1960
 

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, Born January 1954

 

Assistant Secretary

 

December 1997

 

Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); 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.


125



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (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 December 31 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. Forms N-PORT are available on the SEC's web site 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, 2020, through December 31, 2020.

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
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

INCORE Investment Quality Bond Fund

 

Class A Shares

 

$

1,000.00

   

$

1,026.20

   

$

1,020.61

   

$

4.58

   

$

4.57

     

0.90

%

 

Class C Shares

   

1,000.00

     

1,020.70

     

1,016.24

     

8.99

     

8.97

     

1.77

%

 

Class R Shares

   

1,000.00

     

1,023.10

     

1,018.60

     

6.61

     

6.60

     

1.30

%

 

Class Y Shares

   

1,000.00

     

1,027.50

     

1,021.82

     

3.36

     

3.35

     

0.66

%

 


126



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

    Beginning
Account
Value
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

INCORE Low Duration Bond Fund

 

Class A Shares

 

$

1,000.00

   

$

1,014.50

   

$

1,020.86

   

$

4.30

   

$

4.32

     

0.85

%

 

Class C Shares

   

1,000.00

     

1,010.60

     

1,016.99

     

8.19

     

8.21

     

1.62

%

 

Class R Shares

   

1,000.00

     

1,012.40

     

1,018.75

     

6.42

     

6.44

     

1.27

%

 

Class Y Shares

   

1,000.00

     

1,014.70

     

1,022.02

     

3.14

     

3.15

     

0.62

%

 

High Yield Fund

 

Class A Shares

   

1,000.00

     

1,143.30

     

1,020.11

     

5.39

     

5.08

     

1.00

%

 

Class C Shares

   

1,000.00

     

1,140.70

     

1,016.59

     

9.15

     

8.62

     

1.70

%

 

Class R Shares

   

1,000.00

     

1,142.80

     

1,018.50

     

7.11

     

6.70

     

1.32

%

 

Class Y Shares

   

1,000.00

     

1,145.10

     

1,021.32

     

4.10

     

3.86

     

0.76

%

 

Tax-Exempt Fund

 

Class A Shares

   

1,000.00

     

1,055.00

     

1,021.11

     

4.13

     

4.06

     

0.80

%

 

Class C Shares

   

1,000.00

     

1,050.90

     

1,017.09

     

8.25

     

8.11

     

1.60

%

 

Class Y Shares

   

1,000.00

     

1,055.60

     

1,021.67

     

3.57

     

3.51

     

0.69

%

 

High Income Municipal Bond Fund

 

Class A Shares

   

1,000.00

     

1,057.00

     

1,021.11

     

4.14

     

4.06

     

0.80

%

 

Class C Shares

   

1,000.00

     

1,053.00

     

1,017.24

     

8.10

     

7.96

     

1.57

%

 

Class Y Shares

   

1,000.00

     

1,058.20

     

1,022.27

     

2.95

     

2.90

     

0.57

%

 

Member Class**

   

1,000.00

     

1,041.20

     

1,021.87

     

1.07

     

3.30

     

0.65

%

 

Floating Rate Fund

 

Class A Shares

   

1,000.00

     

1,108.40

     

1,020.11

     

5.30

     

5.08

     

1.00

%

 

Class C Shares

   

1,000.00

     

1,102.70

     

1,016.09

     

9.51

     

9.12

     

1.80

%

 

Class R Shares

   

1,000.00

     

1,104.10

     

1,017.29

     

8.25

     

7.91

     

1.56

%

 

Class Y Shares

   

1,000.00

     

1,109.50

     

1,021.22

     

4.14

     

3.96

     

0.78

%

 

Member Class**

   

1,000.00

     

1,044.10

     

1,020.86

     

1.40

     

4.32

     

0.85

%

 

Strategic Income Fund

 

Class A Shares

   

1,000.00

     

1,044.20

     

1,020.36

     

4.88

     

4.82

     

0.95

%

 

Class C Shares

   

1,000.00

     

1,040.90

     

1,016.39

     

8.93

     

8.82

     

1.74

%

 

Class R Shares

   

1,000.00

     

1,042.90

     

1,018.40

     

6.88

     

6.80

     

1.34

%

 

Class Y Shares

   

1,000.00

     

1,045.60

     

1,021.42

     

3.81

     

3.76

     

0.74

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

**  Actual Expenses Paid are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 59/366 to reflect the stub period from commencement of operations November 3, 2020, through December 31, 2020.


127



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Additional Federal Income Tax Information

For the year ended December 31, 2020, the following Funds designated tax-exempt income distributions:

   

Amount

 

Tax-Exempt Fund

 

$

1,981,434

   

High Income Municipal Bond Fund

   

1,413,719

   

For the year ended December 31, 2020, the following Funds designated short-term capital gain distributions:

   

Amount

 

INCORE Investment Quality Bond Fund

 

$

86,815

   

Tax-Exempt Fund

   

12,443

   

High Income Municipal Bond Fund

   

150,197

   

Strategic Income Fund

   

912,770

   

For the year ended December 31, 2020, the following Funds designated long-term capital gain distributions:

   

Amount

 

Tax-Exempt Fund

 

$

582,047

   

High Income Municipal Bond Fund

   

185,634

   

Strategic Income Fund

   

903,103

   


128



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

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 "Advisory 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, Floating Rate Fund and Strategic Income Fund (the "Sub-Advisory Agreement" and together with the Advisory Agreement, the "Agreements"), at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Funds and the Agreements provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreements. In considering whether to approve the Agreement, the Board requested, and the Adviser and 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, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Funds' advisory arrangements by an independent consultant retained through their counsel.

The Board took into consideration regular reports from the Adviser and Sub-Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's (or the Sub-Adviser's) operations.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreements should be continued. The Board reviewed numerous factors with respect to each Fund, including 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;

•  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.


129



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

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 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 an 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 also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

With respect to the High Yield Fund, Floating Rate Fund and Strategic Income Fund, the Board also considered information concerning the fee paid to the Sub-Adviser under the Sub-Advisory Agreement. The Board considered the relative roles and responsibilities of the Adviser and Sub-Adviser with respect to the applicable Funds and noted that, among other things: (1) the sub-advisory fees for these Funds are paid by the Adviser and, therefore, are not a direct expense of the Funds; and (2) the Adviser supervises 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 fees and other information related to the Sub-Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. 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.


130



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

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 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 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, 2020, to that of the median performance of the Fund's 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 one-, three- and ten-year periods, and matched the peer group median 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.

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, 2020, to that of the median performance of the Fund's 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 ten-year period, and outperformed the peer group median for the one-year period, underperformed the peer group median for the three- and five-year periods, and matched the peer group median for the ten-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; 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.

High Yield Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's 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, 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 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.


131



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Tax-Exempt Fund

Noting that as of April 1, 2020, the Sub-Adviser no longer served as sub-adviser to the Fund, the Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's 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, with the exception of the three-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; 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 as of April 1, 2020, the Sub-Adviser no longer served as sub-adviser to the Fund, the Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's 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 ten-year period, outperformed the peer group median for the one- and three-year periods, and underperformed the peer group median 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 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

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's 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, 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

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the five- and ten-year periods, underperformed the benchmark index for the one- and three-year periods, and outperformed the peer group median for all of the periods reviewed, with the exception of 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.


132



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (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.

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, 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.


133



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)  

  800-235-8396 for Member Class  

VPRSFIF-AR (12/20)



December 31, 2020

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

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports may 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 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 (800-235-8396 for Member Class) 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

   

Managers' Commentary and Investment Overview (Unaudited)

   

5

   

Investment Objective and Portfolio Holdings (Unaudited)

   

35

   

Financial Statements

 

The Victory Growth Funds

 

Victory RS Small Cap Growth Fund

 

Schedule of Portfolio Investments

   

41

   

Statement of Assets and Liabilities

   

61

   

Statement of Operations

   

63

   

Statements of Changes in Net Assets

   

65-67

   

Financial Highlights

   

72-73

   

Victory RS Select Growth Fund

 

Schedule of Portfolio Investments

   

45

   

Statement of Assets and Liabilities

   

61

   

Statement of Operations

   

63

   

Statements of Changes in Net Assets

   

65-67

   

Financial Highlights

   

74-75

   

Victory RS Mid Cap Growth Fund

 

Schedule of Portfolio Investments

   

48

   

Statement of Assets and Liabilities

   

61

   

Statement of Operations

   

63

   

Statements of Changes in Net Assets

   

65-67

   

Financial Highlights

   

76-77

   

Victory RS Growth Fund

 

Schedule of Portfolio Investments

   

51

   

Statement of Assets and Liabilities

   

62

   

Statement of Operations

   

64

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

78-79

   

Victory RS Science and Technology Fund

 

Schedule of Portfolio Investments

   

54

   

Statement of Assets and Liabilities

   

62

   

Statement of Operations

   

64

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

80-81

   

Victory RS Small Cap Equity Fund

 

Schedule of Portfolio Investments

   

59

   

Statement of Assets and Liabilities

   

62

   

Statement of Operations

   

64

   

Statements of Changes in Net Assets

   

68-70

   

Financial Highlights

   

82-83

   

Notes to Financial Statements

   

84

   
Report of Independent Registered Public
Accounting Firm
   

95

   


1



Table of Contents (continued)

Supplemental Information (Unaudited)

   

96

   

Trustee and Officer Information

    96    

Proxy Voting and Portfolio Holdings Information

    99    

Expense Examples

    99    

Additional Federal Income Tax Information

    101    

Advisory Contract Approval

    102    

Privacy Policy (inside back cover)

     

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

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

For more specific information, please consult your tax adviser.

The Funds are distributed by Victory Capital Services, 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 (800-235-8396 for Member Class). 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)
800-235-8396 for Member Class

Visit our website at:

www.vcm.com


2



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.

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

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

It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.

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

Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.

While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to


3



remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.

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 (800-235-8396 for Member Class), 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

Victory RS Small Cap Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more-certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors favored the strong fundamentals and execution of growth companies. Growth stocks as


5



Victory RS Growth Funds

Victory RS Small Cap Growth Fund (continued)

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.

How did Victory RS Small Cap Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 37.84% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Russell 2000® Growth Index, which returned 34.63% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing primarily in small-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund outperformed due to outsized outperformance in the Technology, Health Care, and Producer Durables sectors. Stock selection in Financial Services and Consumer Discretionary sectors offset some of the Fund's positive relative performance.

Within the Technology sector, contributors included Bandwidth Inc. ("Bandwidth"), a strong contributor to performance in 2020. Bandwidth is a communications platform-as-a-service solution focused on communications for enterprises. Some popular applications that use Bandwidth on the market today include Google, Skype and RingCentral. The software allows businesses to easily enhance their products and services with advanced text and voice capabilities offering enterprises end-to-end communications. We owned shares of Bandwidth given its large and growing market that we felt was still in the early days, as well as its best-in-class nationwide all-IP network that provides a unique competitive moat in the communications platform market. The stock performed exceptionally well during the year given strong execution and the unexpected tailwind the work-from-home environment provided for their customer base, including Zoom and Webex.

Another top contributor within Technology was Wix.com ("Wix"), a developer and marketer of a cloud-based platform that enables anyone to create a website or web application. Wix showed its resilience to COVID-19 at the beginning of the year as it reported a solid first quarter with collections and revenue up 24% year-over-year, in line with prior guidance. At the time, they did highlight a few negative trends due to the virus, including a slight increase in cancellations, but those trends reversed sharply for the remainder of the year as the demand for the company's tools accelerated the migration of small businesses to having an online presence by years, as well as producing a spike in new online business formation following a rise in unemployment. We believe the tailwind from this trend will continue.

Health Care sector holding Fate Therapeutics ("Fate") was another strong contributor in 2020. Fate is a biotechnology company that engages in the development of programmed cellular immunotherapies for cancer and immune disorders. We own shares of Fate given the view that it has the most disruptive technology in the cell therapy space and the best opportunity to achieve a true off-the-shelf therapeutic with drug-like properties in line with broadly used antibody therapeutics. The stock performed exceptionally well during the year, driven in part by strong Phase 1 data for their FT516 in combination with rituximab for patients with relapsed / refractory B-cell lymphoma that showed responses to the treatment and suggests there may be a clinical benefit allowing the body's cells to recognize, bind, and kill antibody-coated cancer cells.


6



Victory RS Growth Funds

Victory RS Small Cap Growth Fund (continued)

Within the Financial Services sector, a material driver of underperformance was holding EVO Payments Inc. ("EVO"). EVO is a global merchant acquirer and payment processor with exclusive global financial institution referral partnerships. We initially purchased shares of EVO given the long-term secular tailwinds supporting their business given the shift toward electronic payments, while exclusive bank partnerships present a significant moat and efficient customer acquisition strategy given these relationships extend multiple years. The stock struggled during the year as investors became concerned with the ability of the company to service its debt should the impact of the coronavirus be more prolonged than expected. The company reacted to these concerns by raising $150 million in perpetual convertible notes to pay down its debt, which we believed would allow investors to focus on the strong long-term fundamentals.

Within the Health Care sector, the largest detractor to performance was biotechnology holding bluebird bio, Inc. ("bluebird"). bluebird 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. Late in 2019, bluebird shared strong results in a number of trials, including their phase 2 registrational 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 underwhelmed at the start of the year given expectations that the COVID-19 pandemic will shift the timing of enrollment and completion of a number of their other clinical studies primarily designed to expand the market opportunity once products are approved. The stock struggled to regain the confidence of investors as the company shared that their market expansion studies will be delayed or in some cases halted, though we believe these actions will reduce their cash burn and that the net impact to bluebird will be less than the impact to competitors that do not have pivotal trials that are already fully enrolled, which we feel will widen first mover advantages over competition.

Within the Consumer Discretionary sector, a material driver of relative underperformance was within Consumer Services, driven in part by Education holding Strategic Education, Inc. ("Strategic Education"). Strategic Education is an education company that offers its programs both online and on-site, with 74 campuses across 16 states and the District of Columbia, with 83% of program seats online. We purchased shares of the company given the company's new campus growth, technology, and favorable regulatory environment. The company was under pressure given weaker than expected earnings as well as reduced guidance, given the sensitivity of their undergraduate population to employment rates. We continue to hold the position given favorable longer-term trends for online education, and the uptick in inquiries, visits, and information requests given the shifting value proposal of their offering relative to traditional campuses.

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear


7



Victory RS Growth Funds

Victory RS Small Cap Growth Fund (continued)

pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady, irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that we expect will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


8



Victory RS Growth Funds

Victory RS Small Cap Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

37.84

%

   

29.91

%

   

36.78

%

   

35.78

%

   

37.20

%

   

38.32

%

   

38.21

%

   

34.63

%

 

Five Year

   

19.03

%

   

17.63

%

   

18.13

%

   

18.13

%

   

18.52

%

   

N/A

     

19.35

%

   

16.36

%

 

Ten Year

   

15.90

%

   

15.22

%

   

14.92

%

   

14.92

%

   

15.37

%

   

N/A

     

16.23

%

   

13.48

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

22.64

%

   

N/A

     

N/A

   

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

The maximum offering price (MOP) reflects 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


9



Victory RS Growth Funds

Victory RS Select Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest-scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors that fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more-certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors


10



Victory RS Growth Funds

Victory RS Select Growth Fund (continued)

favored the strong fundamentals and execution of growth companies. 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.

How did Victory RS Select Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 33.22% for the year ended December 31, 2020, underperforming the Russell 2500TM Growth Index, which returned 40.47% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing primarily in small- and mid-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund's underperformance for the year ended December 31, 2020, was driven by stock selection within the Health Care, Financial Services, and Consumer Discretionary sectors. Stock selection in Technology and Materials & Processing sectors offset a portion of the Fund's negative relative performance.

Within the Technology sector, contributors included 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 ~$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 late 2019 RingCentral announced a commercial agreement with Avaya Holdings Corp., a global leader in communications, whereby RingCentral would become the exclusive provider of unified communications-as-a-service solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers in exchange for a new RingCentral product on Avaya's Cloud Office. This deal helped to accelerate RingCentral's global expansion, as well as establishing Avaya as an important channel for RingCentral for years to come.

The largest contributor to outperformance within the Materials & Processing sector was building company Advanced Drainage Systems, Inc. ("Advanced Drainage"). Advanced Drainage is a leading solutions provider of high-performance thermoplastic corrugated pipe and related stormwater management and drainage products. We initially purchased shares of Advanced Drainage given its significant size and scale advantage attributable to its leadership position built over 50+ years that has led to its sole ability to provide a comprehensive array of water management and drainage solutions. We believe there are still underpenetrated markets that will allow them to take market share with superior products that are high quality and cost effective. The company performed well in the last quarter of the year and shared a favorable outlook for 2021 given their strong order book, book-to-bill ratio, and backlog.

Within the Health Care sector, the largest driver of relative outperformance was within Biotechnology, driven in part by Horizon Therapeutics Public Limited Company ("Horizon"). Horizon is a specialty pharmaceutical company with products in the areas of rheumatoid arthritis, osteoarthritis, and several different orphan areas. We purchased shares of Horizon


11



Victory RS Growth Funds

Victory RS Select Growth Fund (continued)

given its portfolio of rare disease assets and the success it has had in evolving into a wide-scope pharmaceuticals company given its solid execution over the past 5+ years of 30%+ revenue growth. The company's portfolio includes Tepezza, which we believe will be the standard care for treatment of thyroid eye disease, and Krystexxa, which is the only FDA-approved biologic for chronic refractory gout (a common type of inflammatory arthritis).

Within the Consumer Discretionary sector, the largest driver of relative underperformance was within Consumer Services, driven in part by education holding Strategic Education, Inc. ("Strategic Education"). Strategic Education is an education company that offers its programs both online and on-site, with 74 campuses across 16 states and the District of Columbia, with 83% of program seats online. We own shares of the company given the company's new campus growth, technology, and favorable regulatory environment. The company was under pressure given weaker-than-expected earnings as the year progressed, as well as lower guidance, given the sensitivity of their undergraduate population to employment rates. Despite the view that the company has a favorable longer-term opportunity given trends for online education, we decided to move on from the name and will keep an eye on their ability to repair their fundamental momentum going forward.

Within the Financial Services sector, the largest driver of relative underperformance was within the Consumer Finance and Credit Services industry, led by Euronet Worldwide ("Euronet"). Euronet is 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, and had been an outsized positive performer in 2019, driven by a 29% increase in operating income as the company continued to execute. Euronet reported mixed results to start the year, with better-than-expected earnings growth, but lower-than-expected top-line sales, and reduced guidance despite a partnership with Walmart being rolled out globally. The larger issue turned out to be the impact of the coronavirus on global demand for their products and services, as global travel and cash needs were and are expected to remain sluggish given the economic slowdown and sheltering.

Within the Health Care sector, a driver of relative underperformance was Pharmaceuticals & Biotechnology holding Royalty Pharma Plc ("Royalty Pharma"). Royalty Pharma is involved in the identification, evaluation, and acquisition of royalties and royalty-related assets on various biopharmaceutical therapies through the collaboration with innovators from academic institutions, research hospitals, small and mid-cap biotechnology companies, and pharmaceutical companies. Its portfolio includes royalties on approximately 45 commercial products and three development-stage product candidates. We added Royalty Pharma through its IPO given the unique business model that does no manufacturing, does no sales, and has no marketing spend. Royalty Pharma owns a portfolio of intellectual property that has provided consistent, predictable returns, and has a strong management team that we believe can continue to add value in the future. Despite generating a positive return in the calendar year, the stock was unable to keep up with the outsized performance of peers in the biopharma industry.

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out


12



Victory RS Growth Funds

Victory RS Select Growth Fund (continued)

the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that we expect will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


13



Victory RS Growth Funds

Victory RS Select Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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 2000TM
Growth
Index2
 

One Year

   

33.22

%

   

25.56

%

   

32.20

%

   

31.20

%

   

32.57

%

   

33.65

%

   

33.57

%

   

40.47

%

   

34.63

%

 

Five Year

   

15.39

%

   

14.03

%

   

14.49

%

   

14.49

%

   

14.83

%

   

N/A

     

15.69

%

   

18.68

%

   

16.36

%

 

Ten Year

   

13.50

%

   

12.83

%

   

12.59

%

   

12.59

%

   

12.87

%

   

N/A

     

13.81

%

   

15.00

%

   

13.48

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

18.02

%

   

N/A

     

N/A

     

N/A

   

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

The maximum offering price (MOP) reflects 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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

2The Russell 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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


14



Victory RS Growth Funds

Victory RS Mid Cap Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest-scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors that fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors


15



Victory RS Growth Funds

Victory RS Mid Cap Growth Fund (continued)

favored the strong fundamentals and execution of growth companies. 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.

How did Victory RS Mid Cap Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 34.47% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell Midcap® Growth Index, which returned 35.59% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing primarily in mid-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund's relative underperformance for the year ended December 31, 2020, was driven by stock selection within the Health Care, Consumer Discretionary, Financial Services, and Consumer Staples sectors. Stock selection in Technology and Materials & Processing sectors offset a portion of the Fund's negative relative performance.

Within the Technology sector, contributors included 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 ~$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 late 2019 RingCentral announced a commercial agreement with Avaya Holdings Corp., a global leader in communications, whereby RingCentral would become the exclusive provider of unified communications-as-a-service solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers in exchange for a new RingCentral product on Avaya's Cloud Office. This deal helped to accelerate RingCentral's global expansion, as well as establishing Avaya as an important channel for RingCentral for years to come.

A strong performer within the Materials & Processing sectors was fertilizer holding Scotts Miracle-Gro Company ("Scotts"). Scotts is the leading manufacturer and marketer of branded lawn care products in North America, including grass seed, fertilizers, soil, mulch, herbicides, pesticides, and rodent control products. We initially purchased shares of Scotts given the company's steady growth in their consumer business (70% of sales) and optionality of their Hawthorne business given exposure to the emerging cannabis market, where we model sales growth of 40%+ per year through 2022. The company had a very strong year and gave favorable 2021 guidance.

Health Care sector holding Fate Therapeutics ("Fate") was another strong contributor in 2020. Fate is a biotechnology company that engages in the development of programmed cellular immunotherapies for cancer and immune disorders. We own shares of Fate given the view that it has the most disruptive technology in the cell therapy space and the best opportunity to achieve a true off-the-shelf therapeutic with drug-like properties in line with broadly used antibody therapeutics. The stock performed exceptionally well during the year,


16



Victory RS Growth Funds

Victory RS Mid Cap Growth Fund (continued)

driven in part by strong Phase 1 data for their FT516 in combination with rituximab for patients with relapsed / refractory B-cell lymphoma that showed responses to the treatment and suggests there may be a clinical benefit allowing the body's cells to recognize, bind, and kill antibody-coated cancer cells.

Within the Consumer Discretionary sector, one of the largest relative underperformers was Entertainment holding Live Nation Entertainment, Inc. ("Live Nation"). Live Nation operates as a live entertainment company through Concerts, Ticketing, and Sponsorship & Advertising segments. We owned shares of Live Nation given the continued trend toward experiences, which created strong demand for concerts, as well as the perception that supply was firmly in place as touring is a primary source of annual income for major artists. In addition, the shift toward digital ticketing has improved the company's ability to communicate directly to fans, while eliminating paper tickets as they migrate to a completely digital system which will reduce costs and drive margin expansion. The company struggled given significantly reduced expectations due to the impact of COVID-19 that resulted in Live Nation offering refunds on all canceled and rescheduled shows. While we believe their business will bounce back sharply as the economy opens up, the lack of clarity around timing caused us to move on from the position.

Within the Financial Services sector, the largest driver of relative underperformance was within the Consumer Finance and Credit Services industry, led by Euronet Worldwide ("Euronet"). Euronet is 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, and had been an outsized positive performer in 2019, driven by a 29% increase in operating income as the company continued to execute. Euronet reported mixed results to start the year, with better-than-expected earnings growth, but lower-than-expected top-line sales, and reduced guidance despite a partnership with Walmart being rolled out globally. The bigger issue was the impact of the coronavirus on global demand for their products and services, as global travel and cash needs are expected to remain sluggish given the economic slowdown and sheltering.

Within the Health Care sector, a driver of relative underperformance was Pharmaceuticals & Biotechnology holding Royalty Pharma Plc ("Royalty Pharma"). Royalty Pharma is involved in the identification, evaluation, and acquisition of royalties and royalty-related assets on various biopharmaceutical therapies through the collaboration with innovators from academic institutions, research hospitals, small and mid-cap biotechnology companies, and pharmaceutical companies. Its portfolio includes royalties on approximately 45 commercial products and three development-stage product candidates. We added shares of Royalty Pharma through its IPO given the unique business model that does no manufacturing, does no sales, and has no marketing spend. Royalty Pharma owns a portfolio of intellectual property that has provided consistent, predictable returns, and has a strong management team that we believe can continue to add value in the future. Despite generating a positive return in the calendar year, the stock was unable to keep up with the outsized performance of peers in the biopharma industry.

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out


17



Victory RS Growth Funds

Victory RS Mid Cap Growth Fund (continued)

the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


18



Victory RS Growth Funds

Victory RS Mid Cap Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

Class A

 

Class C

 

Class R

 

Class R6

 

Class Y

  Member
Class
 

 

INCEPTION DATE

 

7/12/95

 

5/21/07

 

12/4/06

 

11/15/16

 

5/1/07

 

11/3/20

 

 

  Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Contingent
Deferred
Charges
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Russell Midcap®
Growth
Index1
 

One Year

   

34.47

%

   

26.74

%

   

33.30

%

   

32.30

%

   

33.67

%

   

34.86

%

   

34.84

%

   

N/A

     

35.59

%

 

Five Year

   

15.17

%

   

13.81

%

   

14.14

%

   

14.14

%

   

14.50

%

   

N/A

     

15.46

%

   

N/A

     

18.66

%

 

Ten Year

   

13.83

%

   

13.15

%

   

12.82

%

   

12.82

%

   

13.21

%

   

N/A

     

14.12

%

   

N/A

     

15.04

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

18.34

%

   

N/A

     

17.94

%

   

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


19



Victory RS Growth Funds

Victory RS Growth Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest-scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors that fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors


20



Victory RS Growth Funds

Victory RS Growth Fund (continued)

favored the strong fundamentals and execution of growth companies. 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.

How did Victory RS Growth Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital growth. The Fund returned 35.64% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell 1000® Growth Index, which returned 38.49% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing primarily in large-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund's underperformance for the year ended December 31, 2020, was driven by stock selection within the Health Care, Financial Services, and Consumer Discretionary sectors. Stock selection in Technology and Producer Durables sectors offset a portion of the Fund's negative relative performance.

Within the Technology sector, contributors included 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 ~$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 late 2019, RingCentral announced a commercial agreement with Avaya Holdings Corp., a global leader in communications, whereby RingCentral would become the exclusive provider of unified communications- as-a-service solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers in exchange for a new RingCentral product on Avaya's Cloud Office. This deal helped to accelerate RingCentral's global expansion, as well as establishing Avaya as an important channel for RingCentral for years to come.

Within the Technology sector, a material driver of relative outperformance 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 own shares of Twilio given their leading position in a rapidly growing market, driven by the company's broad and deep functionality, strong developer focus, and comprehensive documentation. In addition, the company has a compelling model for top-line growth, driven by its high net expansion rate among existing customers and rapid customer growth. The company did exceptionally well during the year, especially following a bullish analyst day and its $3.2 billion acquisition of Segment. In typical Twilio style, the company has underplayed their strong performance, but the momentum was clearly strong in its messaging business and we expect any weakness to be used as a buying opportunity in the years to come.

A strong performer within the Materials & Processing sector was fertilizer holding Scotts Miracle-Gro Company ("Scotts"). Scotts is the leading manufacturer and marketer of branded lawn care products in North America, including grass seed, fertilizers, soil, mulch, herbicides,


21



Victory RS Growth Funds

Victory RS Growth Fund (continued)

pesticides, and rodent control products. We initially purchased shares of Scotts given the company's steady growth in their consumer business (70% of sales) and optionality of their Hawthorne business given exposure to the emerging cannabis market, where we model sales growth of 40%+ per year through 2022. The company had a very strong year and gave favorable 2021 guidance.

Within the Financial Services sector, the largest driver of relative underperformance was within the Consumer Finance and Credit Services industry, led by Euronet Worldwide ("Euronet"). Euronet is 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, and had been an outsized positive performer in 2019, driven by a 29% increase in operating income as the company continued to execute. Euronet reported mixed results to start the year, with better-than-expected earnings growth, but lower-than-expected top-line sales, and reduced guidance despite a partnership with Walmart being rolled out globally. The bigger issue was the impact of the coronavirus on global demand for their products and services, as global travel and cash needs are expected to remain sluggish given the economic slowdown and sheltering.

Within the Health Care sector, the largest detractor to performance was Biotechnology holding bluebird bio, Inc. ("bluebird"). bluebird 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. Late in 2019, bluebird shared strong results in a number of trials, including their phase 2 registrational 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 underwhelmed at the start of the year given expectations that the COVID-19 pandemic will shift the timing of enrollment and completion of a number of their other clinical studies primarily designed to expand the market opportunity once products are approved. The stock struggled to regain the confidence of investors as the company shared that their market expansion studies will be delayed or in some cases halted, though we believe these actions will reduce their cash burn and that the net impact to bluebird will be less than the impact to competitors that do not have pivotal trials that are already fully enrolled, which we feel will widen first mover advantages over competition.

Within the Producer Durables sector, the largest relative underperformer was back-office-support holding FTI Consulting, Inc. ("FTI"). FTI is the largest U.S. provider of turnaround, restructuring, bankruptcy, and related services, organized into five practice groups: Corporate Finance/ Restructuring, Forensic and Litigation Consulting, Economic Consulting, Technology Consulting and Services, and Strategic Communications Consulting and Services. We own the stock given the business diversification organized to withstand economic cyclicality and our view that the company would benefit from increasingly complex global regulations and legislation. After a strong start to the year, the stock gave up most of its gains in the second half of the year given concerns that mergers and acquisitions activity and in-person litigation could slump given the economic slowdown and impact from COVID-19. We remain confident in the company and believe their specialty consulting and advisory businesses are well-positioned as cyber threats, antitrust issues, and global disputes abound.


22



Victory RS Growth Funds

Victory RS Growth Fund (continued)

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


23



Victory RS Growth Funds

Victory RS Growth Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

35.64

%

   

27.86

%

   

34.55

%

   

33.55

%

   

34.87

%

   

36.06

%

   

38.49

%

 

Five Year

   

17.11

%

   

15.72

%

   

16.13

%

   

16.13

%

   

16.41

%

   

17.42

%

   

21.00

%

 

Ten Year

   

15.17

%

   

14.50

%

   

14.13

%

   

14.13

%

   

14.49

%

   

15.47

%

   

17.21

%

 

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

The maximum offering price (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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


24



Victory RS Growth Funds

Victory RS Science and Technology Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors


25



Victory RS Growth Funds

Victory RS Science and Technology Fund (continued)

favored the strong fundamentals and execution of growth companies. 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.

How did Victory RS Science and Technology Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital growth. The Fund returned 65.03% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the S&P North American Technology Sector Index (the "Index"), which returned 45.15% during the period and the broader S&P 500® Index, which returned 18.40% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing in technology-oriented companies across market capitalizations and sectors that we believe have greater earnings potential relative to market expectations. The Fund's outsized performance for the year ended December 31, 2020, in absolute and relative terms, was aided by exposure to innovative companies within the Health Care sector, as well as a tilt toward smaller-cap companies relative to the Index. Stock selection in the Technology sector helped add incrementally to performance.

Within the Technology sector, contributors included 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 ~$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 late 2019, RingCentral announced a commercial agreement with Avaya Holdings Corp. ("Avaya"), a global leader in communications, whereby RingCentral would become the exclusive provider of unified communications-as-a-service solutions to Avaya in a strategic partnership that would provide RingCentral access to Avaya's installed base of 100 million customers in exchange for a new RingCentral product on Avaya's Cloud Office. This deal helped to accelerate RingCentral's global expansion, as well as establishing Avaya as an important channel for RingCentral for years to come.

Health Care sector holding Fate Therapeutics ("Fate") was another strong contributor in 2020. Fate is a biotechnology company that engages in the development of programmed cellular immunotherapies for cancer and immune disorders. We own shares of Fate given the view that it has the most disruptive technology in the cell therapy space and the best opportunity to achieve a true off-the-shelf therapeutic with drug-like properties in line with broadly used antibody therapeutics. The stock performed exceptionally well during the year, driven in part by strong Phase 1 data for their FT516 in combination with rituximab for patients with relapsed / refractory B-cell lymphoma that showed responses to the treatment and suggests there may be a clinical benefit allowing the body's cells to recognize, bind, and kill antibody-coated cancer cells.

Within the Technology sector, a material driver of relative outperformance was Information Technology holding Twilio, Inc. ("Twilio"). Twilio provides a cloud communications platform


26



Victory RS Growth Funds

Victory RS Science and Technology Fund (continued)

that enables developers to build, scale, and operate communications within software applications. We own shares of Twilio given their leading position in a rapidly growing market, driven by the company's broad and deep functionality, strong developer focus, and comprehensive documentation. In addition, the company has a compelling model for top-line growth, driven by its high net expansion rate among existing customers and rapid customer growth. The company did exceptionally well during the year, especially following a bullish analyst day and its $3.2 billion acquisition of Segment. In typical Twilio style, the company has underplayed their strong performance, but the momentum was clearly strong in its messaging business and we expect any weakness to be used as a buying opportunity in the years to come.

Within the Health Care sector, the largest detractor to performance was biotechnology holding bluebird bio, Inc. ("bluebird"). bluebird 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. Late in 2019, bluebird shared strong results in a number of trials, including their phase 2 registrational 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 underwhelmed at the start of the year given expectations that the COVID-19 pandemic will shift the timing of enrollment and completion of a number of their other clinical studies primarily designed to expand the market opportunity once products are approved. The stock struggled to regain the confidence of investors as the company shared that their market expansion studies will be delayed or in some cases halted, though we believe these actions will reduce their cash burn and that the net impact to bluebird will be less than the impact to competitors that do not have pivotal trials that are already fully enrolled, which we feel will widen first mover advantages over competition.

Within the Financial Services sector, the largest driver of relative underperformance was within the Consumer Finance and Credit Services industry, led by Euronet Worldwide ("Euronet"). Euronet is 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, and had been an outsized positive performer in 2019, driven by a 29% increase in operating income as the company continued to execute. Euronet reported mixed results to start the year, with better-than-expected earnings growth, but lower-than-expected top-line sales, and reduced guidance despite a partnership with Walmart being rolled out globally. The larger issue turned out to be the impact of the coronavirus on global demand for their products and services, as global travel and cash needs were and are expected to remain sluggish given the economic slowdown and sheltering.

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of


27



Victory RS Growth Funds

Victory RS Science and Technology Fund (continued)

incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


28



Victory RS Growth Funds

Victory RS Science and Technology Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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 IndexTM1
  S&P 500®
Index2
 

One Year

   

65.03

%

   

55.51

%

   

63.71

%

   

62.71

%

   

64.32

%

   

65.40

%

   

45.15

%

   

18.40

%

 

Five Year

   

30.32

%

   

28.79

%

   

29.30

%

   

29.30

%

   

29.76

%

   

30.63

%

   

27.23

%

   

15.22

%

 

Ten Year

   

19.26

%

   

18.55

%

   

18.32

%

   

18.32

%

   

18.69

%

   

19.58

%

   

20.57

%

   

13.88

%

 

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

The maximum offering price (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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

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

Past performance is not indicative of future results.


29



Victory RS Growth Funds

Victory RS Small Cap Equity Fund

Managers' Commentary
(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, as record-setting market performance in the fourth quarter, driven by news that COVID-19 vaccines developed in record time were more effective than most could have hoped for and by the more certain outlook a victory by Joe Biden in the U.S. presidential election brings, pushed record inflows into equities. The light at the end of the tunnel that the vaccines bring to corporations and to individuals that have struggled created a sharp reversal among equity market leadership and many companies that were left for dead came roaring back. U.S. government action and corporate innovation appear to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.

For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors


30



Victory RS Growth Funds

Victory RS Small Cap Equity Fund (continued)

favored the strong fundamentals and execution of growth companies. 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.

How did Victory RS Small Cap Equity Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 37.99% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Russell 2000® Growth Index, which returned 34.63% during the reporting period.

What strategies did you employ during the reporting period?

The Fund seeks long-term capital growth by investing primarily in small-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund's outperformance for the year ended December 31, 2020 was driven outsized outperformance in the Technology, Health Care, and Producer Durables sectors. Stock selection in the Consumer Discretionary, Energy, and Financial Services sectors offset some of the Fund's positive relative performance.

Within the Technology sector, contributors included Bandwidth Inc. ("Bandwidth"), a strong contributor to performance in 2020. Bandwidth is a communications platform-as-a-service solution focused on communications for enterprises. Some popular applications that use Bandwidth on the market today include Google, Skype and RingCentral. The software allows businesses to easily enhance their products and services with advanced text and voice capabilities offering enterprises with end-to-end communications. We owned shares of Bandwidth given its large and growing market that we felt was still in the early days, as well as its best-in-class nationwide all-IP network that provides a unique competitive moat in the communications platform market. The stock performed exceptionally well in the calendar year given strong execution and the unexpected tailwind the work-from-home environment provided for their customer base, including Zoom and Webex.

Another top contributor within Technology was Wix.com ("Wix"), a developer and marketer of a cloud-based platform that enables anyone to create a website or web application. Wix showed its resilience to COVID-19 at the beginning of the year as it reported a solid first quarter with collections and revenue up 24% year-over-year, in line with prior guidance. At the time they did highlight a few negative trends due to the virus, including a slight increase in cancellations, but those trends reversed sharply for the remainder of the year as the demand for the company's tools accelerated the migration of small businesses to having an online presence by years, as well as producing a spike in new online business formation following a rise in unemployment. We believe the tailwind from this trend will continue.

Health Care sector holding Fate Therapeutics ("Fate") was another strong contributor in 2020. Fate is a biotechnology company that engages in the development of programmed cellular immunotherapies for cancer and immune disorders. We own shares of Fate given the view that it has the most disruptive technology in the cell therapy space and the best opportunity to achieve a true off-the-shelf therapeutic with drug-like properties in line with broadly used antibody therapeutics. The stock performed exceptionally well during the year, driven in part by strong Phase 1 data for their FT516 in combination with rituximab for patients with relapsed / refractory B-cell lymphoma that showed responses to the treatment


31



Victory RS Growth Funds

Victory RS Small Cap Equity Fund (continued)

and suggests there may be a clinical benefit allowing the body's cells to recognize, bind, and kill antibody-coated cancer cells.

Within the Financial Services sector, a material driver of underperformance was holding EVO Payments Inc. ("EVO"). EVO is a global merchant acquirer and payment processor with exclusive global financial institution referral partnerships. We initially purchased shares of EVO given the long-term secular tailwinds supporting their business given the shift toward electronic payments, while exclusive bank partnerships present a significant moat and efficient customer acquisition strategy given these relationships extend multiple years. The stock struggled during the year as investors became concerned with the ability of the company to service its debt should the impact of the coronavirus be more prolonged than expected. The company reacted to these concerns by raising $150 million in perpetual convertible notes to pay down its debt, which we believed would allow investors to focus on the strong long-term fundamentals.

Within the Health Care sector, the largest detractor to performance was biotechnology holding bluebird bio, Inc. ("bluebird"). bluebird 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. Late in 2019, bluebird shared strong results in a number of trials, including their phase 2 registrational 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 underwhelmed at the start of the year given expectations that the COVID-19 pandemic will shift the timing of enrollment and completion of a number of their other clinical studies primarily designed to expand the market opportunity once products are approved. The stock struggled to regain the confidence of investors as the company shared that their market expansion studies will be delayed or in some cases halted, though we believe these actions will reduce their cash burn and that the net impact to bluebird will be less than the impact to competitors that do not have pivotal trials that are already fully enrolled, which we feel will widen first mover advantages over competition.

Within the Consumer Discretionary sector, a material driver of relative underperformance was within Consumer Services, driven in part by Education holding Strategic Education, Inc. ("Strategic Education"). Strategic Education is an education company that offers its programs both online and on-site, with 74 campuses across 16 states and the District of Columbia, with 83% of program seats online. We purchased shares of the company given the company's new campus growth, technology, and favorable regulatory environment. The company was under pressure given weaker than expected earnings as well as reduced guidance, given the sensitivity of their undergraduate population to employment rates. We continue to hold the position given favorable longer-term trends for online education, and the uptick in inquiries, visits, and information requests given the shifting value proposal of their offering relative to traditional campuses.

Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty


32



Victory RS Growth Funds

Victory RS Small Cap Equity Fund (continued)

regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.

In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift. We are confident that our process will allow us to take advantage of this dynamic environment.


33



Victory RS Growth Funds

Victory RS Small Cap Equity Fund

Investment Overview
(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

Class A

 

Class C

 

Class R

 

Class Y

  Member
Class
 

 

INCEPTION DATE

 

5/1/97

 

8/7/00

 

5/15/01

 

5/1/07

 

11/3/20

 

 

  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

   

37.99

%

   

30.05

%

   

36.75

%

   

36.38

%

   

37.31

%

   

38.24

%

   

N/A

     

34.63

%

 

Five Year

   

19.50

%

   

18.09

%

   

18.45

%

   

18.45

%

   

18.95

%

   

19.75

%

   

N/A

     

16.36

%

 

Ten Year

   

16.27

%

   

15.59

%

   

15.27

%

   

15.27

%

   

15.80

%

   

16.47

%

   

N/A

     

13.48

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

25.09

%

   

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


34



Victory Fixed Income Funds
Victory RS Small Cap Growth Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Small Cap Growth Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


35



Victory Fixed Income Funds
Victory RS Select Growth Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Select Growth Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


36



Victory Fixed Income Funds
Victory RS Mid Cap Growth Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Mid Cap Growth Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


37



Victory Fixed Income Funds
Victory RS Growth Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Growth Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


38



Victory Fixed Income Funds
Victory RS Science and Technology Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Science and Technology Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


39



Victory Fixed Income Funds
Victory RS Small Cap Equity Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Small Cap Equity Fund seeks to provide long-term capital growth.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


40



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (98.2%)

 

Biotechnology (21.3%):

 

Allogene Therapeutics, Inc. (a) (b)

   

539,540

   

$

13,617,990

   

Amicus Therapeutics, Inc. (a)

   

1,619,795

     

37,401,067

   

Apellis Pharmaceuticals, Inc. (a)

   

740,650

     

42,365,180

   

Arcus Biosciences, Inc. (a)

   

593,300

     

15,402,068

   

Arena Pharmaceuticals, Inc. (a)

   

265,430

     

20,392,987

   

Ascendis Pharma A/S, ADR (a)

   

127,340

     

21,237,765

   

Avidity Biosciences, Inc. (a) (b)

   

421,860

     

10,765,867

   

Bioxcel Therapeutics, Inc. (a) (b)

   

349,610

     

16,151,982

   

bluebird bio, Inc. (a) (b)

   

400,669

     

17,336,948

   

Blueprint Medicines Corp. (a)

   

250,128

     

28,051,855

   

Celyad SA, ADR (a) (b)

   

415,831

     

3,243,482

   

Constellation Pharmaceuticals, Inc. (a) (b)

   

597,490

     

17,207,712

   

CytomX Therapeutics, Inc. (a)

   

1,198,820

     

7,852,271

   

Epizyme, Inc. (a) (b)

   

1,310,850

     

14,235,831

   

Equillium, Inc. (a) (b)

   

1,087,760

     

5,819,516

   

Fate Therapeutics, Inc. (a)

   

653,090

     

59,385,473

   

Five Prime Therapeutics, Inc. (a)

   

434,640

     

7,393,226

   

Generation Bio Co. (a) (b)

   

361,960

     

10,261,566

   

Invitae Corp. (a) (b)

   

563,540

     

23,561,607

   

Iovance Biotherapeutics, Inc. (a) (b)

   

673,775

     

31,263,160

   

Kura Oncology, Inc. (a)

   

780,090

     

25,477,739

   

Mirati Therapeutics, Inc. (a)

   

159,330

     

34,995,241

   

Myovant Sciences Ltd. (a) (b)

   

909,370

     

25,116,799

   

Opthea Ltd., ADR (a) (c)

   

754,110

     

8,566,690

   

ORIC Pharmaceuticals, Inc. (a) (b)

   

573,910

     

19,426,854

   

Replimune Group, Inc. (a) (b)

   

487,360

     

18,592,784

   

Sage Therapeutics, Inc. (a)

   

248,020

     

21,456,210

   

SpringWorks Therapeutics, Inc. (a)

   

310,700

     

22,531,964

   

Turning Point Therapeutics, Inc. (a)

   

20,380

     

2,483,303

   

Twist Bioscience Corp. (a)

   

277,320

     

39,182,543

   
     

620,777,680

   

Communication Services (4.2%):

 

Bandwidth, Inc., Class A (a) (b)

   

535,480

     

82,287,211

   

EverQuote, Inc., Class A (a) (b)

   

455,050

     

16,996,118

   

Vonage Holdings Corp. (a)

   

1,804,010

     

23,226,629

   
     

122,509,958

   

Communications Equipment (1.0%):

 

Viavi Solutions, Inc. (a)

   

1,943,300

     

29,100,918

   

Consumer Discretionary (8.7%):

 

Arco Platform Ltd., Class A (a) (b)

   

854,130

     

30,313,074

   

Brinker International, Inc. (b)

   

272,930

     

15,439,650

   

Canada Goose Holdings, Inc. (a) (b)

   

457,580

     

13,622,157

   

Churchill Downs, Inc.

   

197,000

     

38,373,630

   

Fox Factory Holding Corp. (a)

   

240,750

     

25,449,683

   

Lithia Motors, Inc., Class A

   

95,160

     

27,850,477

   

See notes to financial statements.


41



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Meritage Homes Corp. (a)

   

215,720

   

$

17,865,931

   

Ollie's Bargain Outlet Holdings, Inc. (a) (b)

   

200,890

     

16,426,775

   

Skyline Champion Corp. (a)

   

463,180

     

14,330,789

   

Wingstop, Inc. (b)

   

118,400

     

15,693,920

   

YETI Holdings, Inc. (a)

   

553,090

     

37,870,072

   
     

253,236,158

   

Consumer Staples (6.5%):

 

BellRing Brands, Inc., Class A (a)

   

1,380,850

     

33,568,464

   

BJ's Wholesale Club Holdings, Inc. (a) (b)

   

814,020

     

30,346,666

   

elf Beauty, Inc. (a)

   

1,701,120

     

42,851,212

   

Freshpet, Inc. (a)

   

405,610

     

57,592,564

   

Hostess Brands, Inc. (a) (b)

   

1,878,420

     

27,500,069

   
     

191,858,975

   

Electronic Equipment, Instruments & Components (1.0%):

 

Itron, Inc. (a) (b)

   

306,860

     

29,427,874

   

Financials (4.0%):

 

Green Dot Corp., Class A (a)

   

335,580

     

18,725,364

   

LendingTree, Inc. (a)

   

41,780

     

11,438,946

   

PRA Group, Inc. (a)

   

971,770

     

38,540,398

   

Walker & Dunlop, Inc.

   

535,040

     

49,234,381

   
     

117,939,089

   

Health Care Equipment & Supplies (4.9%):

 

CryoPort, Inc. (a) (b)

   

386,670

     

16,967,080

   

Eargo, Inc. (a) (b)

   

197,000

     

8,829,540

   

iRhythm Technologies, Inc. (a) (b)

   

140,300

     

33,280,563

   

Nevro Corp. (a) (b)

   

230,760

     

39,944,556

   

Silk Road Medical, Inc. (a)

   

431,440

     

27,172,091

   

SmileDirectClub, Inc. (a) (b)

   

1,458,020

     

17,408,759

   
     

143,602,589

   

Health Care Providers & Services (3.0%):

 

Hanger, Inc. (a)

   

624,880

     

13,741,111

   

HealthEquity, Inc. (a)

   

348,190

     

24,272,325

   

LHC Group, Inc. (a)

   

234,350

     

49,991,542

   
     

88,004,978

   

Health Care Technology (2.3%):

 

Health Catalyst, Inc. (a) (b)

   

638,070

     

27,775,187

   

Inspire Medical System, Inc. (a)

   

213,170

     

40,095,145

   
     

67,870,332

   

Industrials (14.9%):

 

Advanced Drainage Systems, Inc.

   

560,800

     

46,871,664

   

Builders FirstSource, Inc. (a)

   

599,640

     

24,471,308

   

Chart Industries, Inc. (a)

   

227,260

     

26,768,955

   

ESCO Technologies, Inc.

   

165,910

     

17,125,230

   

Evoqua Water Technologies Corp. (a)

   

1,354,990

     

36,557,631

   

See notes to financial statements.


42



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

FTI Consulting, Inc. (a)

   

281,760

   

$

31,478,227

   

Kornit Digital Ltd. (a) (b)

   

240,480

     

21,433,982

   

Mercury Systems, Inc. (a)

   

543,120

     

47,827,147

   

Plug Power, Inc. (a) (b)

   

873,030

     

29,604,448

   

Saia, Inc. (a)

   

211,840

     

38,300,672

   

Simpson Manufacturing Co., Inc.

   

407,600

     

38,090,220

   

SiteOne Landscape Supply, Inc. (a)

   

286,090

     

45,382,457

   

Sunrun, Inc. (a) (b)

   

207,540

     

14,399,125

   

Watts Water Technologies, Inc., Class A

   

192,920

     

23,478,364

   
     

441,789,430

   

IT Services (6.4%):

 

Evo Payments, Inc., Class A (a)

   

499,280

     

13,485,553

   

LiveRamp Holdings, Inc. (a)

   

562,940

     

41,201,578

   

Repay Holdings Corp. (a)

   

958,900

     

26,130,025

   

Shift4 Payments, Inc., Class A (a)

   

363,280

     

27,391,312

   

Wix.com Ltd. (a)

   

201,650

     

50,404,434

   

WNS Holdings Ltd., ADR (a)

   

401,297

     

28,913,449

   
     

187,526,351

   

Materials (0.3%):

 

Kronos Bio, Inc. (a) (b)

   

338,870

     

10,122,047

   

Pharmaceuticals (1.7%):

 

Compass Pathways PLC, ADR (a) (b)

   

259,910

     

12,382,112

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

152,727

     

17,626,224

   

PMV Pharmaceuticals, Inc. (a)

   

329,420

     

20,262,624

   
     

50,270,960

   

Semiconductors & Semiconductor Equipment (7.1%):

 

Advanced Energy Industries, Inc. (a)

   

393,970

     

38,203,271

   

CMC Materials, Inc.

   

179,840

     

27,209,792

   

Lattice Semiconductor Corp. (a)

   

1,296,260

     

59,394,632

   

MACOM Technology Solutions Holdings, Inc. (a)

   

980,243

     

53,952,575

   

Silicon Laboratories, Inc. (a)

   

243,490

     

31,006,017

   
     

209,766,287

   

Software (10.9%):

 

ACI Worldwide, Inc. (a) (b)

   

891,250

     

34,250,738

   

Avaya Holdings Corp. (a) (b)

   

2,877,310

     

55,100,486

   

Envestnet, Inc. (a)

   

374,966

     

30,855,952

   

Everbridge, Inc. (a) (b)

   

346,380

     

51,634,867

   

Five9, Inc. (a)

   

85,820

     

14,967,008

   

Q2 Holdings, Inc. (a)

   

215,070

     

27,212,807

   

Telos Corp. (a) (b)

   

713,110

     

23,518,368

   

Varonis Systems, Inc. (a)

   

509,360

     

83,336,389

   
     

320,876,615

   

Total Common Stocks (Cost $1,825,326,026)

   

2,884,680,241

   

See notes to financial statements.


43



Victory Portfolios
Victory RS Small Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (10.5%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (d)
   

5,354,296

   

$

5,354,296

   
Fidelity Investments Money Market Government Portfolio,
Class I, 0.01% (d)
   

183,951,421

     

183,951,421

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (d)
   

2,672,058

     

2,672,058

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (d)

   

21,306,164

     

21,306,164

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (d)
   

95,796,670

     

95,796,670

   

Total Collateral for Securities Loaned (Cost $309,080,609)

   

309,080,609

   

Total Investments (Cost $2,134,406,635) — 108.7%

   

3,193,760,850

   

Liabilities in excess of other assets — (8.7)%

   

(256,475,941

)

 

NET ASSETS — 100.00%

 

$

2,937,284,909

   

^  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, 2020, illiquid securities were 0.3% of the Fund's net assets.

(d)  Rate disclosed is the daily yield on December 31, 2020.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


44



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (98.2%)

 

Biotechnology (6.4%):

 

Castle Biosciences, Inc. (a)

   

56,720

   

$

3,808,748

   

Halozyme Therapeutics, Inc. (a)

   

158,830

     

6,783,629

   

Neurocrine Biosciences, Inc. (a)

   

47,340

     

4,537,539

   
     

15,129,916

   

Communication Services (4.7%):

 

Bandwidth, Inc., Class A (a) (b)

   

28,890

     

4,439,526

   

Boingo Wireless, Inc. (a)

   

138,990

     

1,767,953

   

IAC/InterActiveCorp. (a)

   

24,220

     

4,586,057

   
     

10,793,536

   

Communications Equipment (1.3%):

 

Viavi Solutions, Inc. (a)

   

200,030

     

2,995,449

   

Consumer Discretionary (11.7%):

 

Bright Horizons Family Solutions, Inc. (a)

   

22,760

     

3,937,252

   

Chegg, Inc. (a)

   

55,960

     

5,054,867

   

Churchill Downs, Inc.

   

13,430

     

2,616,029

   

Ollie's Bargain Outlet Holdings, Inc. (a) (b)

   

27,510

     

2,249,493

   

Planet Fitness, Inc., Class A (a)

   

30,030

     

2,331,229

   

Pool Corp.

   

10,470

     

3,900,075

   

Tempur Sealy International, Inc. (a) (b)

   

178,550

     

4,820,850

   

The Wendy's Co.

   

101,440

     

2,223,565

   
     

27,133,360

   

Consumer Staples (3.6%):

 

Beyond Meat, Inc. (a) (b)

   

16,710

     

2,088,750

   

Freshpet, Inc. (a)

   

30,190

     

4,286,678

   

Hostess Brands, Inc. (a)

   

133,030

     

1,947,559

   
     

8,322,987

   

Electronic Equipment, Instruments & Components (1.2%):

 

Dolby Laboratories, Inc., Class A

   

29,500

     

2,865,335

   

Financials (2.7%):

 

Focus Financial Partners, Inc., Class A (a)

   

102,760

     

4,470,060

   

Western Alliance Bancorp

   

30,620

     

1,835,669

   
     

6,305,729

   

Health Care Equipment & Supplies (7.6%):

 

Masimo Corp. (a) (b)

   

9,990

     

2,681,116

   

Novocure Ltd. (a) (b)

   

38,860

     

6,724,334

   

SmileDirectClub, Inc. (a) (b)

   

136,260

     

1,626,944

   

Tandem Diabetes Care, Inc. (a)

   

26,580

     

2,543,174

   

West Pharmaceutical Services, Inc.

   

14,466

     

4,098,363

   
     

17,673,931

   

Health Care Providers & Services (4.1%):

 

Encompass Health Corp.

   

34,260

     

2,832,959

   

See notes to financial statements.


45



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

HealthEquity, Inc. (a)

   

34,130

   

$

2,379,202

   

LHC Group, Inc. (a)

   

20,720

     

4,419,991

   
     

9,632,152

   

Industrials (17.5%):

 

Advanced Drainage Systems, Inc.

   

70,610

     

5,901,583

   

Enphase Energy, Inc. (a)

   

15,910

     

2,791,728

   

Evoqua Water Technologies Corp. (a)

   

113,480

     

3,061,690

   

FTI Consulting, Inc. (a)

   

26,380

     

2,947,174

   

Generac Holdings, Inc. (a)

   

13,530

     

3,076,857

   

Mercury Systems, Inc. (a)

   

62,010

     

5,460,601

   

MSA Safety, Inc.

   

20,530

     

3,066,977

   

Nordson Corp.

   

13,870

     

2,787,177

   

Pentair PLC

   

77,040

     

4,090,054

   

SiteOne Landscape Supply, Inc. (a)

   

30,870

     

4,896,908

   

Trex Co., Inc. (a)

   

36,630

     

3,066,664

   
     

41,147,413

   

IT Services (3.6%):

 

Black Knight, Inc. (a)

   

54,109

     

4,780,530

   

GoDaddy, Inc., Class A (a)

   

33,727

     

2,797,655

   

Wix.com Ltd. (a)

   

4,010

     

1,002,340

   
     

8,580,525

   

Life Sciences Tools & Services (1.4%):

 

Charles River Laboratories International, Inc. (a)

   

12,750

     

3,185,715

   

Pharmaceuticals (8.4%):

 

GW Pharmaceuticals PLC, ADR (a) (b)

   

28,410

     

3,278,798

   

Horizon Therapeutics PLC (a)

   

81,560

     

5,966,114

   

Ocular Therapeutix, Inc. (a)

   

185,880

     

3,847,716

   

Royalty Pharma PLC, Class A (b)

   

130,210

     

6,517,011

   
     

19,609,639

   

Semiconductors & Semiconductor Equipment (6.4%):

 

Entegris, Inc.

   

46,330

     

4,452,312

   

Lattice Semiconductor Corp. (a)

   

76,650

     

3,512,103

   

MKS Instruments, Inc.

   

27,750

     

4,174,988

   

Monolithic Power Systems, Inc.

   

7,885

     

2,887,724

   
     

15,027,127

   

Software (17.6%):

 

ACI Worldwide, Inc. (a)

   

97,610

     

3,751,152

   

Coupa Software, Inc. (a)

   

15,630

     

5,297,163

   

Dynatrace, Inc. (a)

   

128,260

     

5,549,810

   

Fair Isaac Corp. (a)

   

8,060

     

4,118,982

   

Five9, Inc. (a)

   

31,380

     

5,472,672

   

Proofpoint, Inc. (a)

   

19,670

     

2,683,185

   

RingCentral, Inc., Class A (a)

   

20,150

     

7,636,246

   

Zendesk, Inc. (a)

   

47,840

     

6,846,861

   
     

41,356,071

   

Total Common Stocks (Cost $152,742,957)

   

229,758,885

   

See notes to financial statements.


46



Victory Portfolios
Victory RS Select Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Collateral for Securities Loaned^ (7.3%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (c)
   

296,596

   

$

296,596

   
Fidelity Investments Money Market Government Portfolio I
Shares, 0.01% (c)
   

10,189,812

     

10,189,812

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

148,016

     

148,016

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

1,180,235

     

1,180,235

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

5,306,565

     

5,306,565

   

Total Collateral for Securities Loaned (Cost $17,121,224)

   

17,121,224

   

Total Investments (Cost $169,864,181) — 105.5%

   

246,880,109

   

Liabilities in excess of other assets — (5.5)%

   

(12,976,246

)

 

NET ASSETS — 100.00%

 

$

233,903,863

   

^  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, 2020.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


47



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.3%)

 

Communication Services (7.0%):

 

IAC/InterActiveCorp. (a)

   

70,190

   

$

13,290,476

   

Match Group, Inc. (a)

   

80,924

     

12,234,900

   

Take-Two Interactive Software, Inc. (a)

   

35,780

     

7,434,726

   

Twitter, Inc. (a)

   

180,580

     

9,778,407

   
     

42,738,509

   

Communications Equipment (1.0%):

 

Palo Alto Networks, Inc. (a)

   

17,290

     

6,144,693

   

Consumer Discretionary (11.0%):

 

Bright Horizons Family Solutions, Inc. (a)

   

31,470

     

5,443,995

   

Burlington Stores, Inc. (a)

   

30,050

     

7,859,578

   

CarMax, Inc. (a)

   

28,790

     

2,719,503

   

Chewy, Inc., Class A (a) (b)

   

70,746

     

6,359,358

   

Chipotle Mexican Grill, Inc. (a)

   

8,510

     

11,800,902

   

Dollar General Corp.

   

27,840

     

5,854,752

   

Lululemon Athletica, Inc. (a)

   

30,070

     

10,465,262

   

Meritage Homes Corp. (a)

   

29,250

     

2,422,485

   

Pool Corp.

   

25,110

     

9,353,475

   

The Wendy's Co.

   

214,910

     

4,710,827

   
     

66,990,137

   

Consumer Staples (3.0%):

 

Beyond Meat, Inc. (a) (b)

   

37,880

     

4,735,000

   

Freshpet, Inc. (a)

   

38,790

     

5,507,792

   

The Boston Beer Co., Inc., Class A (a)

   

8,190

     

8,143,235

   
     

18,386,027

   

Electronic Equipment, Instruments & Components (4.9%):

 

Amphenol Corp., Class A

   

67,600

     

8,840,051

   

Dolby Laboratories, Inc., Class A

   

74,490

     

7,235,214

   

Keysight Technologies, Inc. (a)

   

49,850

     

6,584,687

   

Trimble, Inc. (a)

   

102,010

     

6,811,208

   
     

29,471,160

   

Financials (3.5%):

 

FactSet Research Systems, Inc.

   

14,120

     

4,694,900

   

MarketAxess Holdings, Inc.

   

11,940

     

6,812,486

   

MSCI, Inc.

   

22,050

     

9,845,987

   
     

21,353,373

   

Health Care (22.3%):

 

10X Genomics, Inc., Class A (a)

   

24,070

     

3,408,312

   

Align Technology, Inc. (a)

   

16,450

     

8,790,551

   

AmerisourceBergen Corp.

   

58,080

     

5,677,901

   

Apellis Pharmaceuticals, Inc. (a) (b)

   

74,880

     

4,283,136

   

Ascendis Pharma A/S, ADR (a)

   

16,610

     

2,770,216

   

Berkeley Lights, Inc. (a) (b)

   

42,210

     

3,773,996

   

bluebird bio, Inc. (a)

   

43,400

     

1,877,918

   

Centene Corp. (a)

   

73,141

     

4,390,654

   

See notes to financial statements.


48



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Charles River Laboratories International, Inc. (a)

   

32,450

   

$

8,107,957

   

DexCom, Inc. (a)

   

18,890

     

6,984,011

   

Encompass Health Corp.

   

71,920

     

5,947,065

   

Exact Sciences Corp. (a)

   

49,520

     

6,560,905

   

Fate Therapeutics, Inc. (a)

   

68,720

     

6,248,710

   

Horizon Therapeutics PLC (a)

   

67,880

     

4,965,422

   

Insulet Corp. (a)

   

28,230

     

7,216,435

   

Iovance Biotherapeutics, Inc. (a)

   

114,000

     

5,289,600

   

Masimo Corp. (a)

   

19,440

     

5,217,307

   

Mirati Therapeutics, Inc. (a)

   

15,210

     

3,340,724

   

Novocure Ltd. (a)

   

37,340

     

6,461,314

   

Royalty Pharma PLC, Class A (b)

   

206,450

     

10,332,823

   

Sage Therapeutics, Inc. (a)

   

44,640

     

3,861,806

   

SmileDirectClub, Inc. (a) (b)

   

300,860

     

3,592,268

   

Veeva Systems, Inc., Class A (a)

   

31,700

     

8,630,325

   

West Pharmaceutical Services, Inc.

   

27,170

     

7,697,533

   
     

135,426,889

   

Industrials (12.5%):

 

Advanced Drainage Systems, Inc.

   

30,480

     

2,547,518

   

Builders FirstSource, Inc. (a)

   

106,520

     

4,347,081

   

Carrier Global Corp.

   

102,620

     

3,870,826

   

CoStar Group, Inc. (a)

   

8,260

     

7,634,553

   

FTI Consulting, Inc. (a)

   

31,960

     

3,570,571

   

Generac Holdings, Inc. (a)

   

24,890

     

5,660,235

   

IDEX Corp.

   

35,850

     

7,141,320

   

Nordson Corp.

   

32,280

     

6,486,666

   

Old Dominion Freight Line, Inc.

   

19,570

     

3,819,673

   

Pentair PLC

   

144,080

     

7,649,207

   

Ritchie Bros. Auctioneers, Inc.

   

44,760

     

3,113,058

   

TransUnion

   

56,030

     

5,559,297

   

Trex Co., Inc. (a)

   

73,950

     

6,191,095

   

Verisk Analytics, Inc.

   

37,360

     

7,755,562

   
     

75,346,662

   

IT Services (10.7%):

 

Black Knight, Inc. (a)

   

55,814

     

4,931,167

   

GoDaddy, Inc., Class A (a)

   

124,660

     

10,340,547

   

Jack Henry & Associates, Inc.

   

32,990

     

5,344,050

   

Okta, Inc. (a)

   

11,880

     

3,020,609

   

Square, Inc., Class A (a)

   

14,400

     

3,134,016

   

Twilio, Inc., Class A (a)

   

59,020

     

19,978,270

   

Wix.com Ltd. (a)

   

69,550

     

17,384,718

   
     

64,133,377

   

Materials (1.1%):

 

The Scotts Miracle-Gro Co.

   

32,920

     

6,555,689

   

Semiconductors & Semiconductor Equipment (6.3%):

 

Entegris, Inc.

   

87,200

     

8,379,920

   

KLA Corp.

   

29,810

     

7,718,107

   

Marvell Technology Group Ltd. (b)

   

167,340

     

7,955,344

   

See notes to financial statements.


49



Victory Portfolios
Victory RS Mid Cap Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Microchip Technology, Inc.

   

63,860

   

$

8,819,704

   

Monolithic Power Systems, Inc.

   

14,950

     

5,475,139

   
     

38,348,214

   

Software (16.0%):

 

Coupa Software, Inc. (a)

   

26,460

     

8,967,559

   

DocuSign, Inc. (a)

   

30,980

     

6,886,854

   

Dropbox, Inc., Class A (a)

   

241,500

     

5,358,885

   

Fair Isaac Corp. (a)

   

9,880

     

5,049,075

   

Paycom Software, Inc. (a)

   

20,480

     

9,262,080

   

Proofpoint, Inc. (a)

   

37,910

     

5,171,303

   

RingCentral, Inc., Class A (a)

   

78,960

     

29,923,471

   

Synopsys, Inc. (a)

   

58,380

     

15,134,431

   

Zendesk, Inc. (a)

   

72,910

     

10,434,879

   
     

96,188,537

   

Total Common Stocks (Cost $387,460,217)

   

601,083,267

   

Collateral for Securities Loaned^ (3.5%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

365,613

     

365,613

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

12,560,954

     

12,560,954

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

182,459

     

182,459

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

1,454,872

     

1,454,872

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

6,541,388

     

6,541,388

   

Total Collateral for Securities Loaned (Cost $21,105,286)

   

21,105,286

   

Total Investments (Cost $408,565,503) — 102.8%

   

622,188,553

   

Liabilities in excess of other assets — (2.8)%

   

(16,883,921

)

 

NET ASSETS — 100.00%

 

$

605,304,632

   

^  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, 2020.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


50



Victory Portfolios
Victory RS Growth Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.1%)

 

Communication Services (11.7%):

 

Activision Blizzard, Inc.

   

47,330

   

$

4,394,591

   

Alphabet, Inc., Class C (a)

   

7,281

     

12,755,438

   

Facebook, Inc., Class A (a)

   

38,580

     

10,538,513

   

Netflix, Inc. (a)

   

2,910

     

1,573,524

   

Twitter, Inc. (a)

   

126,510

     

6,850,517

   
     

36,112,583

   

Communications Equipment (0.6%):

 

Palo Alto Networks, Inc. (a)

   

5,020

     

1,784,058

   

Consumer Discretionary (17.3%):

 

Amazon.com, Inc. (a)

   

6,250

     

20,355,812

   

Booking Holdings, Inc. (a)

   

1,640

     

3,652,723

   

Chipotle Mexican Grill, Inc. (a)

   

2,970

     

4,118,529

   

Dollar General Corp.

   

14,550

     

3,059,865

   

NIKE, Inc., Class B

   

41,960

     

5,936,081

   

Target Corp.

   

12,580

     

2,220,747

   

Tesla, Inc. (a)

   

8,030

     

5,666,530

   

The Home Depot, Inc.

   

16,595

     

4,407,964

   

The TJX Cos., Inc.

   

62,990

     

4,301,587

   
     

53,719,838

   

Consumer Staples (2.8%):

 

Constellation Brands, Inc., Class A

   

17,370

     

3,804,899

   

The Boston Beer Co., Inc., Class A (a)

   

4,800

     

4,772,592

   
     

8,577,491

   

Electronic Equipment, Instruments & Components (1.0%):

 

Amphenol Corp., Class A

   

22,470

     

2,938,402

   

Health Care (13.7%):

 

Align Technology, Inc. (a)

   

8,130

     

4,344,510

   

Ascendis Pharma A/S, ADR (a)

   

13,590

     

2,266,540

   

bluebird bio, Inc. (a)

   

27,200

     

1,176,944

   

Charles River Laboratories International, Inc. (a)

   

18,490

     

4,619,911

   

DexCom, Inc. (a)

   

6,360

     

2,351,419

   

Exact Sciences Corp. (a)

   

17,150

     

2,272,204

   

Masimo Corp. (a)

   

10,600

     

2,844,828

   

Royalty Pharma PLC, Class A (b)

   

148,920

     

7,453,446

   

UnitedHealth Group, Inc.

   

14,600

     

5,119,928

   

Vertex Pharmaceuticals, Inc. (a)

   

27,220

     

6,433,174

   

West Pharmaceutical Services, Inc.

   

11,990

     

3,396,887

   
     

42,279,791

   

Industrials (5.6%):

 

FTI Consulting, Inc. (a)

   

19,250

     

2,150,610

   

IDEX Corp.

   

22,220

     

4,426,224

   

See notes to financial statements.


51



Victory Portfolios
Victory RS Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

IHS Markit Ltd.

   

26,120

   

$

2,346,360

   

Old Dominion Freight Line, Inc.

   

14,240

     

2,779,363

   

United Parcel Service, Inc., Class B

   

33,760

     

5,685,184

   
     

17,387,741

   

IT Services (11.5%):

 

Fiserv, Inc. (a)

   

56,890

     

6,477,495

   

PayPal Holdings, Inc. (a)

   

26,070

     

6,105,594

   

Twilio, Inc., Class A (a)

   

36,580

     

12,382,330

   

Visa, Inc., Class A

   

47,727

     

10,439,327

   
     

35,404,746

   

Materials (1.3%):

 

The Scotts Miracle-Gro Co.

   

19,780

     

3,938,989

   

Real Estate (0.8%):

 

SBA Communications Corp.

   

8,450

     

2,383,999

   

Semiconductors & Semiconductor Equipment (7.9%):

 

Advanced Micro Devices, Inc. (a)

   

17,930

     

1,644,360

   

Lam Research Corp.

   

9,280

     

4,382,666

   

Marvell Technology Group Ltd.

   

69,320

     

3,295,472

   

NVIDIA Corp.

   

8,420

     

4,396,924

   

QUALCOMM, Inc.

   

50,320

     

7,665,749

   

STMicroelectronics NV, NYS (b)

   

85,010

     

3,155,571

   
     

24,540,742

   

Software (17.0%):

 

Fair Isaac Corp. (a)

   

7,230

     

3,694,819

   

Microsoft Corp.

   

127,710

     

28,405,258

   

RingCentral, Inc., Class A (a)

   

22,540

     

8,541,984

   

salesforce.com, Inc. (a)

   

16,350

     

3,638,366

   

Synopsys, Inc. (a)

   

11,960

     

3,100,510

   

Workday, Inc., Class A (a)

   

20,150

     

4,828,142

   
     

52,209,079

   

Technology Hardware, Storage & Peripherals (7.9%):

 

Apple, Inc.

   

184,258

     

24,449,194

   

Total Common Stocks (Cost $168,569,672)

   

305,726,653

   

Collateral for Securities Loaned^ (3.5%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (c)
   

184,609

     

184,609

   
Fidelity Investments Money Market Government Portfolio I
Shares, 0.01% (c)
   

6,342,393

     

6,342,393

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

92,129

     

92,129

   

See notes to financial statements.


52



Victory Portfolios
Victory RS Growth Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

734,607

   

$

734,607

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

3,302,938

     

3,302,938

   

Total Collateral for Securities Loaned (Cost $10,656,676)

   

10,656,676

   

Total Investments (Cost $179,226,348) — 102.6%

   

316,383,329

   

Liabilities in excess of other assets — (2.6)%

   

(7,969,653

)

 

NET ASSETS — 100.00%

 

$

308,413,676

   

^  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, 2020.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PLC — Public Limited Company

See notes to financial statements.


53



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (97.8%)

 

Biotechnology (27.8%):

 

Adverum Biotechnologies, Inc. (a)

   

62,190

   

$

674,140

   

Akouos, Inc. (a) (b)

   

32,980

     

653,993

   

Albireo Pharma, Inc. (a)

   

23,490

     

881,110

   

Allogene Therapeutics, Inc. (a)

   

32,900

     

830,396

   

Amicus Therapeutics, Inc. (a)

   

90,010

     

2,078,331

   

Apellis Pharmaceuticals, Inc. (a)

   

69,363

     

3,967,563

   

Arcus Biosciences, Inc. (a)

   

46,950

     

1,218,822

   

Arena Pharmaceuticals, Inc. (a)

   

17,370

     

1,334,537

   

Ascendis Pharma A/S, ADR (a)

   

12,430

     

2,073,075

   

Athenex, Inc. (a) (b)

   

74,150

     

820,099

   

Atreca, Inc., Class A (a) (b)

   

85,585

     

1,382,198

   

Autolus Therapeutics PLC, ADR (a) (b)

   

54,280

     

485,263

   

Avidity Biosciences, Inc. (a)

   

50,840

     

1,297,437

   

Avrobio, Inc. (a)

   

62,490

     

871,111

   

Beam Therapeutics, Inc. (a) (b)

   

34,200

     

2,792,088

   

Bicycle Therapeutics PLC, ADR (a)

   

60,119

     

1,079,136

   

Bioxcel Therapeutics, Inc. (a) (b)

   

33,860

     

1,564,332

   

bluebird bio, Inc. (a)

   

77,560

     

3,356,021

   

Blueprint Medicines Corp. (a)

   

10,280

     

1,152,902

   

Celyad SA, ADR (a) (b)

   

47,690

     

371,982

   

Centogene NV (a)

   

68,620

     

739,724

   

Constellation Pharmaceuticals, Inc. (a)

   

66,110

     

1,903,968

   

Crinetics Pharmaceuticals, Inc. (a)

   

34,148

     

481,828

   

CytomX Therapeutics, Inc. (a)

   

119,920

     

785,476

   

Dermtech, Inc. (a)

   

307,693

     

9,981,544

   

Editas Medicine, Inc. (a) (b)

   

31,220

     

2,188,834

   

Epizyme, Inc. (a) (b)

   

120,380

     

1,307,327

   

Equillium, Inc. (a)

   

219,750

     

1,175,663

   

Exact Sciences Corp. (a)

   

19,630

     

2,600,779

   

Fate Therapeutics, Inc. (a)

   

102,520

     

9,322,143

   

Five Prime Therapeutics, Inc. (a)

   

44,810

     

762,218

   

Fusion Pharmaceuticals, Inc. (a) (b)

   

72,760

     

854,930

   

Generation Bio Co. (a) (b)

   

35,910

     

1,018,049

   

Halozyme Therapeutics, Inc. (a)

   

34,660

     

1,480,329

   

Homology Medicines, Inc. (a) (b)

   

49,540

     

559,307

   

IGM Biosciences, Inc. (a) (b)

   

13,140

     

1,160,131

   

Inhibrx, Inc. (a) (b)

   

74,240

     

2,447,693

   

Invitae Corp. (a) (b)

   

34,815

     

1,455,615

   

Iovance Biotherapeutics, Inc. (a)

   

57,970

     

2,689,808

   

Kezar Life Sciences, Inc. (a)

   

313,286

     

1,635,353

   

Kinnate BioPharma, Inc. (a)

   

74,810

     

2,975,942

   

Kura Oncology, Inc. (a)

   

91,830

     

2,999,168

   

MacroGenics, Inc. (a)

   

41,630

     

951,662

   

Matinas BioPharma Holdings, Inc. (a) (b)

   

671,450

     

913,172

   

Mirati Therapeutics, Inc. (a)

   

11,270

     

2,475,343

   

Myovant Sciences Ltd. (a)

   

59,340

     

1,638,971

   

Opthea Ltd., ADR (a) (c)

   

102,420

     

1,163,491

   

ORIC Pharmaceuticals, Inc. (a)

   

56,160

     

1,901,016

   

See notes to financial statements.


54



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Passage Bio, Inc. (a) (b)

   

47,540

   

$

1,215,598

   

Regulus Therapeutics, Inc. PIPE (a) (c) (d)

   

1,768,489

     

2,192,926

   

Replimune Group, Inc. (a)

   

66,780

     

2,547,657

   

REVOLUTION Medicines, Inc. (a)

   

27,870

     

1,103,373

   

Sage Therapeutics, Inc. (a)

   

19,190

     

1,660,127

   

Scholar Rock Holding Corp. (a)

   

26,450

     

1,283,619

   

Shattuck Labs, Inc. (a) (b)

   

46,410

     

2,432,348

   

Sigilon Therapeutics, Inc. (a)

   

45,610

     

2,190,648

   

Silverback Therapeutics, Inc. (a)

   

29,910

     

1,386,029

   

SpringWorks Therapeutics, Inc. (a)

   

42,650

     

3,092,978

   

Stoke Therapeutics, Inc. (a) (b)

   

37,090

     

2,296,984

   

Surface Oncology, Inc. (a) (b)

   

245,420

     

2,267,681

   

Sutro Biopharma, Inc. (a)

   

71,880

     

1,560,515

   

TCR2 Therapeutics, Inc. (a) (b)

   

69,280

     

2,142,830

   

Turning Point Therapeutics, Inc. (a)

   

16,180

     

1,971,533

   

Twist Bioscience Corp. (a)

   

34,820

     

4,919,717

   

Zymeworks, Inc. (a) (b)

   

27,630

     

1,305,794

   
     

124,024,377

   

Communication Services (6.5%):

 

Boingo Wireless, Inc. (a) (b)

   

280,870

     

3,572,666

   

Facebook, Inc., Class A (a)

   

20,750

     

5,668,070

   

IAC/InterActiveCorp. (a)

   

16,430

     

3,111,021

   

Match Group, Inc. (a)

   

40,066

     

6,057,579

   

Take-Two Interactive Software, Inc. (a)

   

20,270

     

4,211,903

   

Twitter, Inc. (a)

   

120,780

     

6,540,236

   
     

29,161,475

   

Communications Equipment (1.6%):

 

Lumentum Holdings, Inc. (a)

   

45,570

     

4,320,036

   

Viavi Solutions, Inc. (a)

   

200,980

     

3,009,676

   
     

7,329,712

   

Consumer Discretionary (4.3%):

 

Amazon.com, Inc. (a)

   

3,500

     

11,399,255

   

Arco Platform Ltd., Class A (a) (b)

   

49,910

     

1,771,306

   

Booking Holdings, Inc. (a)

   

1,220

     

2,717,269

   

Sonos, Inc. (a)

   

151,490

     

3,543,351

   
     

19,431,181

   

Electronic Equipment, Instruments & Components (2.5%):

 

908 Devices, Inc. (a) (b)

   

15,130

     

861,654

   

Dolby Laboratories, Inc., Class A

   

51,650

     

5,016,764

   

Fabrinet (a)

   

28,590

     

2,218,298

   

Keysight Technologies, Inc. (a)

   

23,780

     

3,141,100

   
     

11,237,816

   

Financials (0.4%):

 

Panacea Acquisition Corp. (a) (c)

   

145,710

     

1,859,420

   

See notes to financial statements.


55



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Health Care Equipment & Supplies (1.3%):

 

BioLife Solutions, Inc. (a)

   

56,820

   

$

2,266,550

   

CryoPort, Inc. (a) (b)

   

73,463

     

3,223,556

   

Quotient Ltd. (a) (b)

   

105,190

     

548,040

   
     

6,038,146

   

Health Care Providers & Services (0.2%):

 

Exagen, Inc. (a) (b)

   

73,102

     

964,946

   

Health Care Technology (0.8%):

 

iCAD, Inc. (a)

   

17,280

     

228,096

   

Veeva Systems, Inc., Class A (a)

   

12,240

     

3,332,340

   
     

3,560,436

   

IT Services (8.3%):

 

Global Payments, Inc.

   

15,680

     

3,377,786

   

GoDaddy, Inc., Class A (a)

   

44,870

     

3,721,967

   

Twilio, Inc., Class A (a)

   

41,150

     

13,929,274

   

Visa, Inc., Class A

   

29,550

     

6,463,472

   

Wix.com Ltd. (a)

   

39,120

     

9,778,435

   
     

37,270,934

   

Life Sciences Tools & Services (3.2%):

 

10X Genomics, Inc., Class A (a)

   

24,400

     

3,455,040

   

Adaptive Biotechnologies Corp. (a)

   

18,060

     

1,067,888

   

Berkeley Lights, Inc. (a) (b)

   

46,240

     

4,134,318

   

NeoGenomics, Inc. (a) (b)

   

59,870

     

3,223,401

   

Quanterix Corp. (a)

   

56,900

     

2,645,850

   
     

14,526,497

   

Materials (0.3%):

 

Kronos Bio, Inc. (a) (b)

   

46,170

     

1,379,098

   

Pharmaceuticals (2.4%):

 

Compass Pathways PLC, ADR (a) (b)

   

45,310

     

2,158,568

   

Foghorn Therapeutics, Inc. (a)

   

64,720

     

1,311,874

   

GW Pharmaceuticals PLC, ADR (a) (b)

   

22,160

     

2,557,486

   

Marinus Pharmaceuticals, Inc. (a) (b)

   

58,864

     

718,141

   

PMV Pharmaceuticals, Inc. (a)

   

45,210

     

2,780,867

   

Provention Bio, Inc. (a) (b)

   

64,450

     

1,091,783

   
     

10,618,719

   

Semiconductors & Semiconductor Equipment (15.3%):

 

Ambarella, Inc. (a)

   

43,230

     

3,969,379

   

Cohu, Inc.

   

213,740

     

8,160,593

   

Ichor Holdings Ltd. (a)

   

100,470

     

3,028,668

   

Lam Research Corp.

   

18,220

     

8,604,759

   

Lattice Semiconductor Corp. (a)

   

184,760

     

8,465,703

   

MACOM Technology Solutions Holdings, Inc. (a)

   

227,830

     

12,539,763

   

See notes to financial statements.


56



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Marvell Technology Group Ltd.

   

102,130

   

$

4,855,260

   

MKS Instruments, Inc.

   

34,530

     

5,195,039

   

Monolithic Power Systems, Inc.

   

10,620

     

3,889,363

   

NVIDIA Corp.

   

10,480

     

5,472,656

   

STMicroelectronics NV, NYS (b)

   

123,860

     

4,597,683

   
     

68,778,866

   

Software (22.9%):

 

Avaya Holdings Corp. (a)

   

172,460

     

3,302,609

   

Coupa Software, Inc. (a)

   

24,860

     

8,425,303

   

DocuSign, Inc. (a)

   

43,340

     

9,634,482

   

Domo, Inc., Class B (a) (b)

   

65,070

     

4,149,514

   

Dropbox, Inc., Class A (a)

   

145,070

     

3,219,103

   

Fair Isaac Corp. (a)

   

7,560

     

3,863,462

   

Microsoft Corp.

   

75,810

     

16,861,660

   

Paycom Software, Inc. (a)

   

13,740

     

6,213,915

   

Proofpoint, Inc. (a)

   

28,029

     

3,823,436

   

RingCentral, Inc., Class A (a)

   

64,060

     

24,276,819

   

ServiceNow, Inc. (a)

   

12,770

     

7,028,991

   

Triterras, Inc., Class A (a) (b)

   

169,960

     

1,874,659

   

Varonis Systems, Inc. (a)

   

40,500

     

6,626,205

   

Zendesk, Inc. (a)

   

26,810

     

3,837,047

   
     

103,137,205

   

Total Common Stocks (Cost $209,588,053)

   

439,318,828

   

Warrants (0.1%)

 

Health Care (0.1%):

 

Regulus Therapeutics, Inc. PIPE (a) (c) (d)

   

1,326,367

     

663,184

   

Total Warrants (Cost $165,796)

   

663,184

   

Collateral for Securities Loaned^ (9.2%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (e)
   

719,287

     

719,287

   
Fidelity Investments Money Market Government Portfolio,
Class I, 0.01% (e)
   

24,711,717

     

24,711,717

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (e)
   

358,960

     

358,960

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (e)

   

2,862,233

     

2,862,233

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (e)
   

12,869,160

     

12,869,160

   

Total Collateral for Securities Loaned (Cost $41,521,357)

   

41,521,357

   

Total Investments (Cost $251,275,206) — 107.1%

   

481,503,369

   

Liabilities in excess of other assets — (7.1)%

   

(31,952,808

)

 

NET ASSETS — 100.00%

 

$

449,550,561

   

See notes to financial statements.


57



Victory Portfolios
Victory RS Science and Technology Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

^  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, 2020, illiquid securities were 1.3% of the Fund's net assets.

(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, 2020. (See Note 2)

(e)  Rate disclosed is the daily yield on December 31, 2020.

ADR — American Depositary Receipt

NYS — New York Registered Shares

PIPE — Private Investment in Public Equity

PLC — Public Limited Company

See notes to financial statements.


58



Victory Portfolios
Victory RS Small Cap Equity Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (97.6%)

 

Communication Services (5.3%):

 

Bandwidth, Inc., Class A (a) (b)

   

13,970

   

$

2,146,770

   

EverQuote, Inc., Class A (a) (b)

   

63,230

     

2,361,641

   
     

4,508,411

   

Consumer Staples (1.9%):

 

BellRing Brands, Inc., Class A (a)

   

65,670

     

1,596,438

   

Electronic Equipment, Instruments & Components (3.0%):

 

Itron, Inc. (a)

   

26,470

     

2,538,473

   

Energy (5.2%):

 

Amyris, Inc. (a) (b)

   

184,020

     

1,136,324

   

Renewable Energy Group, Inc. (a)

   

46,520

     

3,294,546

   
     

4,430,870

   

Financials (14.1%):

 

Green Dot Corp., Class A (a)

   

40,500

     

2,259,900

   

LendingTree, Inc. (a)

   

7,670

     

2,099,969

   

PRA Group, Inc. (a)

   

90,420

     

3,586,057

   

PROG Holdings, Inc.

   

54,930

     

2,959,079

   

Trupanion, Inc. (a) (b)

   

9,290

     

1,112,106

   
     

12,017,111

   

Health Care (20.7%):

 

Amicus Therapeutics, Inc. (a)

   

68,984

     

1,592,840

   

Apellis Pharmaceuticals, Inc. (a) (b)

   

28,370

     

1,622,763

   

bluebird bio, Inc. (a)

   

25,277

     

1,093,736

   

Blueprint Medicines Corp. (a)

   

8,470

     

949,911

   

CryoPort, Inc. (a) (b)

   

45,050

     

1,976,794

   

Epizyme, Inc. (a)

   

75,480

     

819,713

   

Fate Therapeutics, Inc. (a)

   

12,850

     

1,168,451

   

Inspire Medical System, Inc. (a)

   

13,000

     

2,445,170

   

Invitae Corp. (a) (b)

   

20,690

     

865,049

   

Iovance Biotherapeutics, Inc. (a) (b)

   

20,071

     

931,294

   

iRhythm Technologies, Inc. (a) (b)

   

6,970

     

1,653,354

   

SpringWorks Therapeutics, Inc. (a) (b)

   

14,180

     

1,028,334

   

Twist Bioscience Corp. (a)

   

9,760

     

1,378,990

   
     

17,526,399

   

Industrials (11.7%):

 

Chart Industries, Inc. (a)

   

19,850

     

2,338,131

   

Evoqua Water Technologies Corp. (a)

   

82,960

     

2,238,261

   

Mercury Systems, Inc. (a)

   

36,230

     

3,190,414

   

SiteOne Landscape Supply, Inc. (a)

   

14,140

     

2,243,028

   
     

10,009,834

   

See notes to financial statements.


59



Victory Portfolios
Victory RS Small Cap Equity Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

IT Services (5.4%):

 

Evo Payments, Inc., Class A (a)

   

41,120

   

$

1,110,651

   

Repay Holdings Corp. (a)

   

69,144

     

1,884,174

   

Shift4 Payments, Inc., Class A (a)

   

21,490

     

1,620,346

   
     

4,615,171

   

Semiconductors & Semiconductor Equipment (8.3%):

 

Lattice Semiconductor Corp. (a)

   

73,420

     

3,364,104

   

MACOM Technology Solutions Holdings, Inc. (a)

   

67,160

     

3,696,487

   
     

7,060,591

   

Software (22.0%):

 

ACI Worldwide, Inc. (a) (b)

   

95,550

     

3,671,987

   

Avaya Holdings Corp. (a)

   

151,460

     

2,900,459

   

Envestnet, Inc. (a)

   

20,420

     

1,680,362

   

Everbridge, Inc. (a)

   

14,640

     

2,182,385

   

Q2 Holdings, Inc. (a)

   

14,550

     

1,841,012

   

The Descartes Systems Group, Inc. (a)

   

43,680

     

2,554,406

   

Varonis Systems, Inc. (a)

   

24,230

     

3,964,269

   
     

18,794,880

   

Total Common Stocks (Cost $64,472,411)

   

83,098,178

   

Collateral for Securities Loaned^ (14.6%)

 
BlackRock Liquidity Funds TempFund Portfolio, Institutional
Class, 0.08% (c)
   

215,011

     

215,011

   
Fidelity Investments Money Market Government Portfolio I
Shares, 0.01% (c)
   

7,386,895

     

7,386,895

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

107,301

     

107,301

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

855,587

     

855,587

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

3,846,885

     

3,846,885

   

Total Collateral for Securities Loaned (Cost $12,411,679)

   

12,411,679

   

Total Investments (Cost $76,884,090) — 112.2%

   

95,509,857

   

Liabilities in excess of other assets — (12.2)%

   

(10,391,720

)

 

NET ASSETS — 100.00%

 

$

85,118,137

   

^  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, 2020.

See notes to financial statements.


60



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory
RS Small Cap
Growth Fund
  Victory
RS Select
Growth Fund
  Victory
RS Mid Cap
Growth Fund
 

ASSETS:

 
Investments, at value (Cost $2,134,406,635,
$169,864,181 and $408,565,503)
 

$

3,193,760,850

(a)

 

$

246,880,109

(b)

 

$

622,188,553

(c)

 

Cash and cash equivalents

   

56,546,218

     

5,814,300

     

6,568,804

   

Receivables:

 

Interest and dividends

   

293,004

     

28,707

     

85,913

   

Capital shares issued

   

2,371,451

     

7,976

     

175,589

   

Investments sold

   

7,925,563

     

     

   

From Adviser

   

     

27,116

     

145,751

   

Prepaid expenses

   

35,884

     

3,063

     

11,275

   

Total Assets

   

3,260,932,970

     

252,761,271

     

629,175,885

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

309,080,609

     

17,121,224

     

21,105,286

   

Investments purchased

   

7,811,538

     

503,019

     

2,040,967

   

Capital shares redeemed

   

3,660,852

     

927,005

     

124,259

   

Accrued expenses and other payables:

 

Investment advisory fees

   

2,357,231

     

193,591

     

434,185

   

Administration fees

   

152,241

     

11,740

     

31,564

   

Custodian fees

   

19,709

     

1,837

     

4,620

   

Transfer agent fees

   

306,639

     

35,161

     

66,005

   

Compliance fees

   

2,000

     

155

     

415

   

Trustees' fees

   

120

     

9

     

410

   
12b-1 fees    

101,408

     

23,038

     

17,988

   

Other accrued expenses

   

155,714

     

40,629

     

45,554

   

Total Liabilities

   

323,648,061

     

18,857,408

     

23,871,253

   

NET ASSETS:

 

Capital

   

1,824,352,693

     

121,639,857

     

374,540,403

   

Total accumulated earnings/(loss)

   

1,112,932,216

     

112,264,006

     

230,764,229

   

Net Assets

 

$

2,937,284,909

   

$

233,903,863

   

$

605,304,632

   

Net Assets

 

Class A Shares

 

$

820,005,518

   

$

115,014,289

   

$

93,072,257

   

Class C Shares

   

20,322,865

     

23,830,687

     

17,324,846

   

Class R Shares

   

8,512,762

     

504,235

     

595,803

   

Class R6 Shares

   

677,128,148

     

710,493

     

27,861,030

   

Class Y Shares

   

1,411,315,616

     

93,844,159

     

466,341,720

   

Member Class

   

     

     

108,976

   

Total

 

$

2,937,284,909

   

$

233,903,863

   

$

605,304,632

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

8,414,683

     

3,011,309

     

2,820,923

   

Class C Shares

   

257,010

     

834,983

     

617,725

   

Class R Shares

   

98,340

     

17,188

     

20,000

   

Class R6 Shares

   

6,547,327

     

17,224

     

806,824

   

Class Y Shares

   

13,689,191

     

2,287,788

     

13,517,143

   

Member Class

   

     

     

3,302

   

Total

   

29,006,551

     

6,168,492

     

17,785,917

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

97.45

   

$

38.19

   

$

32.99

   

Class C Shares (d)

   

79.07

     

28.54

     

28.05

   

Class R Shares

   

86.56

     

29.34

     

29.79

   

Class R6 Shares

   

103.42

     

41.25

     

34.53

   

Class Y Shares

   

103.10

     

41.02

     

34.50

   

Member Class

   

     

     

33.00

   

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
 

$

103.40

   

$

40.52

   

$

35.00

   

(a)  Includes $295,379,460 of securities on loan.

(b)  Includes $16,583,572 of securities on loan.

(c)  Includes $20,268,130 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


61



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory
RS Growth Fund
  Victory
RS Science and
Technology Fund
  Victory
RS Small Cap
Equity Fund
 

ASSETS:

 
Investments, at value (Cost $179,226,348,
$251,275,206 and $76,884,090)
 

$

316,383,329

(a)

 

$

481,503,369

(b)

 

$

95,509,857

(c)

 

Cash and cash equivalents

   

2,941,166

     

11,680,661

     

2,056,584

   

Receivables:

 

Interest and dividends

   

46,780

     

53,475

     

997

   

Capital shares issued

   

4,937

     

170,600

     

19,598

   

Investments sold

   

     

     

268,294

   

From Adviser

   

55,238

     

3,003

     

9,007

   

Prepaid expenses

   

4,174

     

5,107

     

7, 586

   

Total Assets

   

319,435,624

     

493,416,215

     

97,871,923

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

10,656,676

     

41,521,357

     

12,411,679

   

Investments purchased

   

     

132,874

     

   

Capital shares redeemed

   

29,919

     

1,657,964

     

252,163

   

Accrued expenses and other payables:

 

Investment advisory fees

   

192,278

     

371,333

     

52,468

   

Administration fees

   

15,868

     

22,961

     

4,316

   

Custodian fees

   

2,270

     

3,199

     

742

   

Transfer agent fees

   

32,418

     

52,256

     

10,177

   

Compliance fees

   

209

     

301

     

56

   

Trustees' fees

   

7

     

55

     

2

   
12b-1 fees    

31,429

     

43,739

     

9,287

   

Other accrued expenses

   

60,874

     

59,615

     

12,896

   

Total Liabilities

   

11,021,948

     

43,865,654

     

12,753,786

   

NET ASSETS:

 
Capital    

170,387,436

     

220,023,439

     

60,159,253

   

Total accumulated earnings/(loss)

   

138,026,240

     

229,527,122

     

24,958,884

   

Net Assets

 

$

308,413,676

   

$

449,550,561

   

$

85,118,137

   

Net Assets

 

Class A Shares

 

$

274,387,986

   

$

320,604,505

   

$

76,611,091

   

Class C Shares

   

3,731,101

     

18,397,982

     

514,940

   

Class R Shares

   

420,060

     

1,273,365

     

3,325,155

   

Class Y Shares

   

29,874,529

     

109,274,709

     

4,448,518

   

Member Class

   

     

     

218,433

   

Total

 

$

308,413,676

   

$

449,550,561

   

$

85,118,137

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

11,507,262

     

8,819,822

     

4,251,916

   

Class C Shares

   

198,426

     

686,363

     

336,017

   

Class R Shares

   

19,920

     

42,465

     

260,008

   

Class Y Shares

   

1,188,868

     

2,750,413

     

237,798

   

Member Class

   

     

     

12,111

   

Total

   

12,914,476

     

12,299,063

     

5,097,850

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

23.84

   

$

36.35

   

$

18.02

   

Class C Shares (d)

   

18.80

     

26.81

     

1.53

   

Class R Shares

   

21.09

     

29.99

     

12.79

   

Class Y Shares

   

25.13

     

39.73

     

18.71

   

Member Class

   

     

     

18.04

   

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
 

$

25.29

   

$

38.57

   

$

19.12

   

(a)  Includes $10,470,625 of securities on loan.

(b)  Includes $39,281,641 of securities on loan.

(c)  Includes $11,847,423 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 Operations
For the Year Ended December 31, 2020
 
    Victory
RS Small Cap
Growth Fund
  Victory
RS Select
Growth Fund
  Victory
RS Mid Cap
Growth Fund
 

Investment Income:

 

Dividends

 

$

3,388,513

   

$

479,591

   

$

2,112,753

   

Interest

   

204,733

     

12,689

     

28,558

   

Interfund lending

   

63

     

     

   

Securities lending (net of fees)

   

1,089,703

     

44,047

     

239,728

   

Total Income

   

4,683,012

     

536,327

     

2,381,039

   

Expenses:

 

Investment advisory fees

   

21,922,056

     

2,050,569

     

4,466,941

   

Administration fees

   

1,401,883

     

124,649

     

319,537

   

Sub-Administration fees

   

14,132

     

14,132

     

14,132

   

12b-1 fees — Class A Shares

   

1,664,164

     

243,953

     

205,970

   

12b-1 fees — Class C Shares

   

174,592

     

233,305

     

170,561

   

12b-1 fees — Class R Shares

   

33,601

     

2,633

     

3,497

   

Custodian fees

   

125,925

     

14,238

     

26,190

   

Transfer agent fees — Class A Shares

   

888,733

     

113,456

     

111,741

   

Transfer agent fees — Class C Shares

   

19,414

     

22,838

     

15,869

   

Transfer agent fees — Class R Shares

   

11,343

     

2,734

     

1,724

   

Transfer agent fees — Class R6 Shares

   

24,244

     

147

     

930

   

Transfer agent fees — Class Y Shares

   

1,169,273

     

86,560

     

544,665

   

Transfer agent fees — Member Class (a)

   

     

     

580

   

Trustees' fees

   

177,633

     

18,185

     

42,639

   

Compliance fees

   

19,777

     

1,792

     

4,554

   

Legal and audit fees

   

188,892

     

22,577

     

57,842

   

State registration and filing fees

   

143,576

     

84,825

     

98,382

   

Interfund lending fees

   

     

     

893

   

Other expenses

   

230,411

     

29,205

     

75,833

   
Recoupment of prior expenses waived/reimbursed
by Adviser
   

42,194

     

     

   

Total Expenses

   

28,251,843

     

3,065,798

     

6,162,480

   

Expenses waived/reimbursed by Adviser

   

(489,756

)

   

(227,571

)

   

(759,444

)

 

Net Expenses

   

27,762,087

     

2,838,227

     

5,403,036

   

Net Investment Income (Loss)

   

(23,079,075

)

   

(2,301,900

)

   

(3,021,997

)

 
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities
   

162,042,534

     

43,552,171

     

51,251,043

   
Net change in unrealized appreciation/depreciation
on investment securities
   

661,220,255

     

17,335,883

     

117,050,286

   
Net realized/unrealized gains (losses) on
investments
   

823,262,789

     

60,888,054

     

168,301,329

   

Change in net assets resulting from operations

 

$

800,183,714

   

$

58,586,154

   

$

165,279,332

   

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


63



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory
RS Growth Fund
  Victory
RS Science and
Technology Fund
  Victory
RS Small Cap
Equity Fund
 

Investment Income:

 

Dividends

 

$

1,891,259

   

$

471,320

   

$

66,835

   

Interest

   

7,892

     

16,781

     

5,909

   

Securities lending (net of fees)

   

30,515

     

336,806

     

32,419

   

Total Income

   

1,929,666

     

824,907

     

105,163

   

Expenses:

 

Investment advisory fees

   

1,983,793

     

3,270,940

     

509,667

   

Administration fees

   

160,822

     

198,812

     

41,293

   

Sub-Administration fees

   

11,222

     

14,132

     

14,132

   

12b-1 fees — Class A Shares

   

580,838

     

574,720

     

153,219

   

12b-1 fees — Class C Shares

   

36,322

     

143,887

     

4,033

   

12b-1 fees — Class R Shares

   

1,877

     

4,485

     

14,413

   

Custodian fees

   

12,817

     

21,971

     

5,804

   

Transfer agent fees — Class A Shares

   

187,514

     

247,605

     

59,628

   

Transfer agent fees — Class C Shares

   

3,820

     

14,011

     

533

   

Transfer agent fees — Class R Shares

   

801

     

1,843

     

5,282

   

Transfer agent fees — Class Y Shares

   

20,240

     

103,733

     

4,047

   

Transfer agent fees — Member Class (a)

   

     

     

581

   

Trustees' fees

   

21,944

     

25,461

     

6,794

   

Compliance fees

   

2,291

     

2,794

     

586

   

Legal and audit fees

   

27,486

     

33,421

     

24,633

   

State registration and filing fees

   

77,218

     

83,941

     

72,126

   

Other expenses

   

33,351

     

56,744

     

11,985

   

Total Expenses

   

3,162,356

     

4,798,500

     

928,756

   

Expenses waived/reimbursed by Adviser

   

(294,950

)

   

(37,306

)

   

(40,673

)

 

Net Expenses

   

2,867,406

     

4,761,194

     

888,083

   

Net Investment Income (Loss)

   

(937,740

)

   

(3,936,287

)

   

(782,920

)

 
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities and foreign currency translations
   

24,256,089

     

28,360,305

     

16,158,866

   
Net change in unrealized appreciation/depreciation
on investment securities
   

59,111,905

     

150,652,970

     

7,993,132

   
Net realized/unrealized gains (losses) on
investments
   

83,367,994

     

179,013,275

     

24,151,998

   

Change in net assets resulting from operations

 

$

82,430,254

   

$

175,076,988

   

$

23,369,078

   

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


64



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

(23,079,075

)

 

$

(18,309,524

)

 

$

(2,301,900

)

 

$

(2,580,310

)

 

$

(3,021,997

)

 

$

(2,481,501

)

 
Net realized gains
(losses) from
investments
   

162,042,534

     

374,740,043

     

43,552,171

     

54,394,565

     

51,251,043

     

5,937,106

   
Net change in
unrealized
appreciation/
depreciation
on investments
   

661,220,255

     

272,638,580

     

17,335,883

     

19,783,471

     

117,050,286

     

95,247,594

   
Change in net assets
resulting from
operations
   

800,183,714

     

629,069,099

     

58,586,154

     

71,597,726

     

165,279,332

     

98,703,199

   
Distributions to
Shareholders:
 

Class A Shares

   

(68,841,797

)

   

(57,940,117

)

   

(17,578,995

)

   

(11,607,770

)

   

(3,686,081

)

   

   

Class C Shares

   

(2,041,419

)

   

(1,811,529

)

   

(4,596,824

)

   

(3,987,456

)

   

(808,992

)

   

   

Class R Shares

   

(815,880

)

   

(725,922

)

   

(91,912

)

   

(83,853

)

   

(25,936

)

   

   

Class R6 Shares

   

(54,388,578

)

   

(35,271,765

)

   

(97,926

)

   

(33,206

)

   

(1,071,652

)

   

   

Class Y Shares

   

(112,328,839

)

   

(91,533,905

)

   

(13,684,054

)

   

(10,834,909

)

   

(18,217,120

)

   

   

Member Class (a)

   

     

     

     

     

(3,963

)

   

   
Change in net assets
resulting from
distributions to
shareholders
   

(238,416,513

)

   

(187,283,238

)

   

(36,049,711

)

   

(26,547,194

)

   

(23,813,744

)

   

   
Change in net assets
resulting from
capital transactions
   

88,379,490

     

244,715,312

     

(8,797,091

)

   

(72,669,141

)

   

(56,148,955

)

   

79,815,678

   

Change in net assets

   

650,146,691

     

686,501,173

     

13,739,352

     

(27,618,609

)

   

85,316,633

     

178,518,877

   

Net Assets:

 

Beginning of period

   

2,287,138,218

     

1,600,637,045

     

220,164,511

     

247,783,120

     

519,987,999

     

341,469,122

   

End of period

 

$

2,937,284,909

   

$

2,287,138,218

   

$

233,903,863

   

$

220,164,511

   

$

605,304,632

   

$

519,987,999

   

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


65



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 
Proceeds from
shares issued
 

$

77,354,531

   

$

142,955,975

   

$

9,681,283

   

$

8,995,981

   

$

5,412,915

   

$

7,679,624

   
Distributions
reinvested
   

66,397,165

     

56,001,065

     

16,848,625

     

11,220,690

     

3,428,512

     

   
Cost of shares
redeemed
   

(169,500,751

)

   

(144,757,608

)

   

(20,693,842

)

   

(34,103,074

)

   

(20,027,246

)

   

(20,994,420

)

 
Total Class A
Shares
 

$

(25,749,055

)

 

$

54,199,432

   

$

5,836,066

   

$

(13,886,403

)

 

$

(11,185,819

)

 

$

(13,314,796

)

 

Class C Shares

 
Proceeds from
shares issued
 

$

3,029,369

   

$

4,638,000

   

$

376,083

   

$

1,172,611

   

$

424,825

   

$

1,091,058

   
Distributions
reinvested
   

1,949,346

     

1,567,471

     

4,562,487

     

3,691,152

     

777,691

     

   
Cost of shares
redeemed
   

(6,820,282

)

   

(4,534,786

)

   

(9,757,197

)

   

(14,429,238

)

   

(7,717,057

)

   

(3,720,853

)

 
Total Class C
Shares
 

$

(1,841,567

)

 

$

1,670,685

   

$

(4,818,627

)

 

$

(9,565,475

)

 

$

(6,514,541

)

 

$

(2,629,795

)

 

Class R Shares

 
Proceeds from
shares issued
 

$

2,753,580

   

$

3,104,717

   

$

176,233

   

$

229,179

   

$

172,986

   

$

109,581

   
Distributions
reinvested
   

815,880

     

725,922

     

71,719

     

43,116

     

25,936

     

   
Cost of shares
redeemed
   

(4,331,623

)

   

(4,973,375

)

   

(403,650

)

   

(503,698

)

   

(691,488

)

   

(621,978

)

 
Total Class R
Shares
 

$

(762,163

)

 

$

(1,142,736

)

 

$

(155,698

)

 

$

(231,403

)

 

$

(492,566

)

 

$

(512,397

)

 

Class R6 Shares

 
Proceeds from
shares issued
 

$

212,153,078

   

$

329,155,802

   

$

313,429

   

$

16,248

   

$

8,791,051

   

$

16,219,140

   
Distributions
reinvested
   

38,383,633

     

24,270,509

     

77,795

     

33,206

     

341,886

     

   
Cost of shares
redeemed
   

(146,162,351

)

   

(61,983,716

)

   

(20,684

)

   

(27,077

)

   

(8,265,488

)

   

(1,352,556

)

 
Total Class R6
Shares
 

$

104,374,360

   

$

291,442,595

   

$

370,540

   

$

22,377

   

$

867,449

   

$

14,866,584

   

Class Y Shares

 
Proceeds from
shares issued
 

$

320,717,460

   

$

289,704,953

   

$

19,406,953

   

$

18,878,964

   

$

81,010,960

   

$

205,621,682

   
Distributions
reinvested
   

101,937,080

     

84,364,967

     

12,776,316

     

9,975,034

     

17,755,174

     

   
Cost of shares
redeemed
   

(410,296,625

)

   

(475,524,584

)

   

(42,212,641

)

   

(77,862,235

)

   

(137,693,578

)

   

(124,215,600

)

 
Total Class Y
Shares
 

$

12,357,915

   

$

(101,454,664

)

 

$

(10,029,372

)

 

$

(49,008,237

)

 

$

(38,927,444

)

 

$

81,406,082

   

Member Class (a)

 
Proceeds from
shares issued
 

$

   

$

   

$

   

$

   

$

100,003

   

$

   
Distributions
reinvested
   

     

     

     

     

3,963

     

   
Total Member
Class
 

$

   

$

   

$

   

$

   

$

103,966

   

$

   
Change in net
assets resulting
from capital
transactions
 

$

88,379,490

   

$

244,715,312

   

$

(8,797,091

)

 

$

(72,669,141

)

 

$

(56,148,955

)

 

$

79,815,678

   

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


66



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

954,550

     

1,896,687

     

266,397

     

262,448

     

195,313

     

313,448

   

Reinvested

   

691,709

     

739,093

     

454,141

     

334,946

     

106,113

     

   

Redeemed

   

(2,137,356

)

   

(1,900,975

)

   

(587,787

)

   

(978,442

)

   

(723,305

)

   

(851,382

)

 
Total Class A
Shares
   

(491,097

)

   

734,805

     

132,751

     

(381,048

)

   

(421,879

)

   

(537,934

)

 

Class C Shares

 

Issued

   

48,086

     

73,386

     

14,337

     

42,508

     

19,661

     

52,282

   

Reinvested

   

25,020

     

24,810

     

164,533

     

139,131

     

28,311

     

   

Redeemed

   

(104,879

)

   

(70,038

)

   

(351,862

)

   

(506,621

)

   

(348,027

)

   

(173,253

)

 
Total Class C
Shares
   

(31,773

)

   

28,158

     

(172,992

)

   

(324,982

)

   

(300,055

)

   

(120,971

)

 

Class R Shares

 

Issued

   

35,926

     

44,878

     

6,241

     

8,420

     

8,775

     

4,976

   

Reinvested

   

9,567

     

10,621

     

2,516

     

1,594

     

889

     

   

Redeemed

   

(62,256

)

   

(70,784

)

   

(13,699

)

   

(16,917

)

   

(29,410

)

   

(27,710

)

 
Total Class R
Shares
   

(16,763

)

   

(15,285

)

   

(4,942

)

   

(6,903

)

   

(19,746

)

   

(22,734

)

 

Class R6 Shares

 

Issued

   

2,557,025

     

4,132,995

     

7,416

     

430

     

336,247

     

631,514

   

Reinvested

   

376,827

     

304,371

     

1,942

     

931

     

10,112

     

   

Redeemed

   

(1,820,549

)

   

(778,119

)

   

(532

)

   

(787

)

   

(302,470

)

   

(51,468

)

 
Total Class R6
Shares
   

1,113,303

     

3,659,247

     

8,826

     

574

     

43,889

     

580,046

   

Class Y Shares

 

Issued

   

3,896,904

     

3,695,019

     

488,847

     

523,309

     

3,062,234

     

8,112,643

   

Reinvested

   

1,003,911

     

1,060,261

     

320,691

     

280,987

     

525,612

     

   

Redeemed

   

(5,171,416

)

   

(5,965,460

)

   

(1,170,335

)

   

(2,124,164

)

   

(4,935,082

)

   

(4,972,460

)

 
Total Class Y
Shares
   

(270,601

)

   

(1,210,180

)

   

(360,797

)

   

(1,319,868

)

   

(1,347,236

)

   

3,140,183

   

Member Class (a)

 

Issued

   

     

     

     

     

3,179

     

   

Reinvested

   

     

     

     

     

123

     

   
Total Member
Class
   

     

     

     

     

3,302

     

   

Change in Shares

   

303,069

     

3,196,745

     

(397,154

)

   

(2,032,227

)

   

(2,041,725

)

   

3,038,590

   

(a)  Victory RS Mid Cap Growth Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


67



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

(937,740

)

 

$

(368,637

)

 

$

(3,936,287

)

 

$

(2,964,010

)

 

$

(782,920

)

 

$

(643,046

)

 
Net realized gains
(losses) from
investments
   

24,256,089

     

32,101,114

     

28,360,305

     

36,408,035

     

16,158,866

     

12,548,237

   
Net change in
unrealized
appreciation/
depreciation on
investments
   

59,111,905

     

32,008,409

     

150,652,970

     

48,008,708

     

7,993,132

     

9,277,446

   
Change in net assets resulting
from operations
   

82,430,254

     

63,740,886

     

175,076,988

     

81,452,733

     

23,369,078

     

21,182,637

   
Distributions to
Shareholders:
 

Class A Shares

   

(23,219,855

)

   

(21,706,016

)

   

(18,144,054

)

   

(16,847,930

)

   

(14,114,946

)

   

(6,685,748

)

 

Class C Shares

   

(395,459

)

   

(511,609

)

   

(1,381,276

)

   

(1,507,003

)

   

(349,747

)

   

(183,966

)

 

Class R Shares

   

(39,454

)

   

(45,536

)

   

(84,683

)

   

(65,870

)

   

(788,226

)

   

(383,511

)

 

Class Y Shares

   

(2,406,716

)

   

(2,901,012

)

   

(5,656,725

)

   

(6,017,832

)

   

(770,522

)

   

(338,729

)

 

Member Class (a)

   

     

     

     

     

(19,278

)

   

   
Change in net assets resulting
from distributions to
shareholders
   

(26,061,484

)

   

(25,164,173

)

   

(25,266,738

)

   

(24,438,635

)

   

(16,042,719

)

   

(7,591,954

)

 
Change in net assets resulting
from capital transactions
   

(7,609,479

)

   

1,476,091

     

7,415,321

     

28,962,815

     

7,918,374

     

(1,004,760

)

 

Change in net assets

   

48,759,291

     

40,052,804

     

157,225,571

     

85,976,913

     

15,244,733

     

12,585,923

   

Net Assets:

 

Beginning of period

   

259,654,385

     

219,601,581

     

292,324,990

     

206,348,077

     

69,873,404

     

57,287,481

   

End of period

 

$

308,413,676

   

$

259,654,385

   

$

449,550,561

   

$

292,324,990

   

$

85,118,137

   

$

69,873,404

   

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


68



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

6,628,865

   

$

5,052,289

   

$

50,371,770

   

$

37,207,174

   

$

3,788,883

   

$

2,379,117

   

Distributions reinvested

   

22,517,933

     

21,131,656

     

17,377,233

     

16,058,001

     

13,882,892

     

6,575,672

   

Cost of shares redeemed

   

(28,523,565

)

   

(23,856,360

)

   

(52,685,540

)

   

(32,975,335

)

   

(11,228,707

)

   

(9,742,633

)

 

Total Class A Shares

 

$

623,233

   

$

2,327,585

   

$

15,063,463

   

$

20,289,840

   

$

6,443,068

   

$

(787,844

)

 

Class C Shares

 
Proceeds from shares
issued
 

$

364,542

   

$

279,641

   

$

2,622,340

   

$

2,713,477

   

$

86,888

   

$

68,990

   

Distributions reinvested

   

391,789

     

421,834

     

1,369,319

     

1,377,592

     

349,747

     

183,966

   

Cost of shares redeemed

   

(1,944,758

)

   

(1,524,992

)

   

(5,505,843

)

   

(4,658,036

)

   

(175,402

)

   

(411,685

)

 

Total Class C Shares

 

$

(1,188,427

)

 

$

(823,517

)

 

$

(1,514,184

)

 

$

(566,967

)

 

$

261,233

   

$

(158,729

)

 

Class R Shares

 
Proceeds from shares
issued
 

$

42,253

   

$

55,535

   

$

481,852

   

$

178,010

   

$

296,464

   

$

211,495

   

Distributions reinvested

   

39,454

     

45,536

     

84,683

     

65,870

     

788,226

     

383,511

   

Cost of shares redeemed

   

(162,227

)

   

(255,531

)

   

(378,781

)

   

(447,000

)

   

(812,095

)

   

(468,593

)

 

Total Class R Shares

 

$

(80,520

)

 

$

(154,460

)

 

$

187,754

   

$

(203,120

)

 

$

272,595

   

$

126,413

   

Class Y Shares

 
Proceeds from shares
issued
 

$

2,195,308

   

$

3,050,227

   

$

29,550,096

   

$

38,822,411

   

$

537,133

   

$

1,004,953

   

Distributions reinvested

   

2,295,343

     

2,783,706

     

5,344,192

     

5,687,567

     

768,918

     

338,056

   

Cost of shares redeemed

   

(11,454,416

)

   

(5,707,450

)

   

(41,216,000

)

   

(35,066,916

)

   

(589,970

)

   

(1,527,609

)

 

Total Class Y Shares

 

$

(6,963,765

)

 

$

126,483

   

$

(6,321,712

)

 

$

9,443,062

   

$

716,081

   

$

(184,600

)

 

Member Class (a)

 
Proceeds from shares
issued
 

$

   

$

   

$

   

$

   

$

241,917

   

$

   

Distributions reinvested

   

     

     

     

     

19,278

     

   

Cost of shares redeemed

   

     

     

     

     

(35,798

)

   

   

Total Member Class

 

$

   

$

   

$

   

$

   

$

225,397

   

$

   
Change in net assets resulting
from capital transactions
 

$

(7,609,479

)

 

$

1,476,091

   

$

7,415,321

   

$

28,962,815

   

$

7,918,374

   

$

(1,004,760

)

 

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


69



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

304,224

     

255,580

     

1,824,265

     

1,623,445

     

210,814

     

147,134

   

Reinvested

   

961,073

     

1,113,364

     

489,775

     

701,529

     

792,855

     

417,238

   

Redeemed

   

(1,386,023

)

   

(1,218,205

)

   

(2,033,344

)

   

(1,441,083

)

   

(691,975

)

   

(603,671

)

 

Total Class A Shares

   

(120,726

)

   

150,739

     

280,696

     

883,891

     

311,694

     

(39,299

)

 

Class C Shares

 

Issued

   

21,225

     

17,290

     

134,359

     

150,655

     

27,881

     

12,495

   

Reinvested

   

21,201

     

27,321

     

52,324

     

79,309

     

234,729

     

45,312

   

Redeemed

   

(115,239

)

   

(94,041

)

   

(293,019

)

   

(260,527

)

   

(42,161

)

   

(82,079

)

 

Total Class C Shares

   

(72,813

)

   

(49,430

)

   

(106,336

)

   

(30,563

)

   

220,449

     

(24,272

)

 

Class R Shares

 

Issued

   

2,271

     

3,130

     

21,258

     

9,259

     

25,117

     

16,640

   

Reinvested

   

1,903

     

2,666

     

2,892

     

3,431

     

63,413

     

31,721

   

Redeemed

   

(9,571

)

   

(14,840

)

   

(16,429

)

   

(22,942

)

   

(61,871

)

   

(38,038

)

 

Total Class R Shares

   

(5,397

)

   

(9,044

)

   

7,721

     

(10,252

)

   

26,659

     

10,323

   

Class Y Shares

 

Issued

   

101,213

     

148,829

     

1,024,327

     

1,584,545

     

33,437

     

60,144

   

Reinvested

   

92,966

     

140,237

     

137,808

     

229,060

     

42,295

     

20,842

   

Redeemed

   

(570,117

)

   

(276,822

)

   

(1,487,210

)

   

(1,445,941

)

   

(36,200

)

   

(89,723

)

 

Total Class Y Shares

   

(375,938

)

   

12,244

     

(325,075

)

   

367,664

     

39,532

     

(8,737

)

 

Member Class (a)

 

Issued

   

     

     

     

     

12,775

     

   

Reinvested

   

     

     

     

     

1,100

     

   

Redeemed

   

     

     

     

     

(1,764

)

   

   

Total Member Class

   

     

     

     

     

12,111

     

   

Change in Shares

   

(574,874

)

   

104,509

     

(142,994

)

   

1,210,740

     

610,445

     

(61,985

)

 

(a)  Victory RS Small Cap Equity Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


70



This page is intentionally left blank.


71



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 12/31/20

 

$

77.19

     

(0.97

)

   

30.04

     

29.07

     

     

(8.81

)

 

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

     

     

   

Class C

 

Year Ended 12/31/20

 

$

64.34

     

(1.30

)

   

24.84

     

23.54

     

     

(8.81

)

 

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

     

     

   

Class R

 

Year Ended 12/31/20

 

$

69.61

     

(1.20

)

   

26.96

     

25.76

     

     

(8.81

)

 

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

     

     

   

Class R6

 

Year Ended 12/31/20

 

$

81.24

     

(0.73

)

   

31.72

     

30.99

     

     

(8.81

)

 

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(e) through
12/31/17
 

$

79.23

     

(0.41

)

   

12.58

     

12.17

     

     

(7.73

)

 

Class Y

 

Year Ended 12/31/20

 

$

81.06

     

(0.79

)

   

31.64

     

30.85

     

     

(8.81

)

 

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

)

   

   

(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)  Commencement of operations.

See notes to financial statements.


72



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 Small Cap Growth Fund

 

Class A

 

Year Ended 12/31/20

   

(8.81

)

 

$

97.45

     

37.84

%

   

1.40

%

   

(1.20

)%

   

1.43

%

 

$

820,006

     

72

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

(8.81

)

 

$

79.07

     

36.78

%

   

2.16

%

   

(1.96

)%

   

2.26

%

 

$

20,323

     

72

%

 

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

%

 

Class R

 

Year Ended 12/31/20

   

(8.81

)

 

$

86.56

     

37.20

%

   

1.86

%

   

(1.66

)%

   

1.97

%

 

$

8,513

     

72

%

 

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

%

 

Class R6

 

Year Ended 12/31/20

   

(8.81

)

 

$

103.42

     

38.32

%

   

1.06

%

   

(0.86

)%

   

1.06

%

 

$

677,128

     

72

%

 

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(e) through
12/31/17
   

(7.73

)

 

$

83.67

     

16.23

%

   

1.06

%

   

(1.03

)%

   

1.41

%

 

$

25,551

     

107

%

 

Class Y

 

Year Ended 12/31/20

   

(8.81

)

 

$

103.10

     

38.21

%

   

1.13

%

   

(0.93

)%

   

1.15

%

 

$

1,411,316

     

72

%

 

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

%

 

See notes to financial statements.


73



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 12/31/20

 

$

33.81

     

(0.40

)

   

11.43

     

11.03

     

(6.65

)

   

(6.65

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

26.77

     

(0.53

)

   

8.95

     

8.42

     

(6.65

)

   

(6.65

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

27.30

     

(0.46

)

   

9.15

     

8.69

     

(6.65

)

   

(6.65

)

 

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

)

 

Class R6

 

Year Ended 12/31/20

 

$

35.99

     

(0.31

)

   

12.22

     

11.91

     

(6.65

)

   

(6.65

)

 

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(e) through
12/31/16
 

$

46.65

     

(0.03

)

   

1.02

     

0.99

     

(1.48

)

   

(1.48

)

 

Class Y

 

Year Ended 12/31/20

 

$

35.84

     

(0.33

)

   

12.16

     

11.83

     

(6.65

)

   

(6.65

)

 

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

)

 

(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)  Commencement of operations

See notes to financial statements.


74



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)(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 Select Growth Fund

 

Class A

 

Year Ended 12/31/20

 

$

38.19

     

33.22

%

   

1.40

%

   

(1.14

)%

   

1.49

%

 

$

115,014

     

73

%

 

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

%

 

Class C

 

Year Ended 12/31/20

 

$

28.54

     

32.20

%

   

2.18

%

   

(1.92

)%

   

2.29

%

 

$

23,831

     

73

%

 

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

%

 

Class R

 

Year Ended 12/31/20

 

$

29.34

     

32.57

%

   

1.91

%

   

(1.64

)%

   

5.35

%

 

$

504

     

73

%

 

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

%

 

Class R6

 

Year Ended 12/31/20

 

$

41.25

     

33.65

%

   

1.06

%

   

(0.80

)%

   

4.52

%

 

$

710

     

73

%

 

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(e) through
12/31/16
 

$

46.16

     

2.15

%

   

1.06

%

   

(0.43

)%

   

26.37

%

 

$

51

     

89

%

 

Class Y

 

Year Ended 12/31/20

 

$

41.02

     

33.57

%

   

1.14

%

   

(0.88

)%

   

1.24

%

 

$

93,844

     

73

%

 

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

%

 

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 Realized
Gains from
Investments
  Return of
Capital
 

Victory RS Mid Cap Growth Fund

 

Class A

 

Year Ended 12/31/20

 

$

25.56

     

(0.20

)

   

8.98

     

8.78

     

(1.35

)

   

   

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

     

     

   

Class C

 

Year Ended 12/31/20

 

$

22.08

     

(0.38

)

   

7.70

     

7.32

     

(1.35

)

   

   

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

     

     

   

Class R

 

Year Ended 12/31/20

 

$

23.32

     

(0.33

)

   

8.15

     

7.82

     

(1.35

)

   

   

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

     

     

   

Class R6

 

Year Ended 12/31/20

 

$

26.63

     

(0.14

)

   

9.39

     

9.25

     

(1.35

)

   

   

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(e) through
12/31/16
 

$

21.30

     

(f)

   

0.60

     

0.60

     

     

   

Class Y

 

Year Ended 12/31/20

 

$

26.61

     

(0.14

)

   

9.38

     

9.24

     

(1.35

)

   

   

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

     

     

   

Member Class

 
11/3/20(e) through
12/31/20
 

$

29.16

     

(0.04

)

   

5.23

     

5.19

     

(1.35

)

   

   

(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)  Commencement of operations

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

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)(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 Mid Cap Growth Fund

 

Class A

 

Year Ended 12/31/20

   

(1.35

)

 

$

32.99

     

34.47

%

   

1.20

%

   

(0.75

)%

   

1.35

%

 

$

93,072

     

92

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

(1.35

)

 

$

28.05

     

33.30

%

   

2.11

%

   

(1.65

)%

   

2.14

%

 

$

17,325

     

92

%

 

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

%

 

Class R

 

Year Ended 12/31/20

   

(1.35

)

 

$

29.79

     

33.67

%

   

1.80

%

   

(1.34

)%

   

4.13

%

 

$

596

     

92

%

 

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

%

 

Class R6

 

Year Ended 12/31/20

   

(1.35

)

 

$

34.53

     

34.86

%

   

0.94

%

   

(0.49

)%

   

1.01

%

 

$

27,861

     

92

%

 

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(e) through
12/31/16
   

   

$

21.90

     

2.82

%

   

0.94

%

   

(0.02

)%

   

25.90

%

 

$

60

     

138

%

 

Class Y

 

Year Ended 12/31/20

   

(1.35

)

 

$

34.50

     

34.84

%

   

0.95

%

   

(0.50

)%

   

1.10

%

 

$

466,342

     

92

%

 

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

%

 

Member Class

 
11/3/20(e) through
12/31/20
   

(1.35

)

 

$

33.00

     

17.94

%

   

1.05

%

   

(0.71

)%

   

31.23

%

 

$

109

     

92

%

 

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 Realized
Gains from
Investments
  Total
Distributions
 

Victory RS Growth Fund

 

Class A

 

Year Ended 12/31/20

 

$

19.22

     

(0.08

)

   

6.89

     

6.81

     

(2.19

)

   

(2.19

)

 

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

)

 

Class C

 

Year Ended 12/31/20

 

$

15.63

     

(0.20

)

   

5.56

     

5.36

     

(2.19

)

   

(2.19

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

17.29

     

(0.19

)

   

6.18

     

5.99

     

(2.19

)

   

(2.19

)

 

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

20.11

     

(0.02

)

   

7.23

     

7.21

     

(2.19

)

   

(2.19

)

 

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

)

 

(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.


78



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 12/31/20

 

$

23.84

     

35.64

%

   

1.10

%

   

(0.37

)%

   

1.19

%

 

$

274,388

     

73

%

 

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

%

 

Class C

 

Year Ended 12/31/20

 

$

18.80

     

34.55

%

   

1.93

%

   

(1.20

)%

   

2.43

%

 

$

3,731

     

73

%

 

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

%

 

Class R

 

Year Ended 12/31/20

 

$

21.09

     

34.87

%

   

1.71

%

   

(0.98

)%

   

6.08

%

 

$

420

     

73

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

 

$

25.13

     

36.06

%

   

0.83

%

   

(0.09

)%

   

0.99

%

 

$

29,875

     

73

%

 

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

%

 

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 Realized
Gains from
Investments
  Total
Distributions
 

Victory RS Science and Technology Fund

 

Class A

 

Year Ended 12/31/20

 

$

23.37

     

(0.34

)

   

15.48

     

15.14

     

(2.16

)

   

(2.16

)

 

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

     

(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

)

 

Class C

 

Year Ended 12/31/20

 

$

17.73

     

(0.41

)

   

11.65

     

11.24

     

(2.16

)

   

(2.16

)

 

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

     

(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

)

 

Class R

 

Year Ended 12/31/20

 

$

19.60

     

(0.39

)

   

12.94

     

12.55

     

(2.16

)

   

(2.16

)

 

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

     

(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

)

 

Class Y

 

Year Ended 12/31/20

 

$

25.36

     

(0.29

)

   

16.82

     

16.53

     

(2.16

)

   

(2.16

)

 

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

     

(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

)

 

(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.


80



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 12/31/20

   

   

$

36.35

     

65.03

%

   

1.48

%

   

(1.22

)%

   

1.48

%

 

$

320,605

     

30

%

 

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

   

(c)

 

$

17.49

     

13.80

%(d)

   

1.51

%

   

(1.24

)%

   

1.52

%

 

$

105,041

     

114

%

 

Class C

 

Year Ended 12/31/20

   

   

$

26.81

     

63.71

%

   

2.28

%

   

(2.03

)%

   

2.32

%

 

$

18,398

     

30

%

 

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

   

(c)

 

$

14.96

     

12.87

%(d)

   

2.32

%

   

(2.05

)%

   

2.32

%

 

$

10,332

     

114

%

 

Class R

 

Year Ended 12/31/20

   

   

$

29.99

     

64.32

%

   

1.93

%

   

(1.68

)%

   

3.69

%

 

$

1,273

     

30

%

 

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

   

(c)

 

$

15.78

     

13.41

%(d)

   

1.91

%

   

(1.63

)%

   

1.91

%

 

$

1,394

     

114

%

 

Class Y

 

Year Ended 12/31/20

   

   

$

39.73

     

65.40

%

   

1.24

%

   

(0.99

)%

   

1.26

%

 

$

109,275

     

30

%

 

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

   

(c)

 

$

18.37

     

14.07

%(d)

   

1.28

%

   

(1.01

)%

   

1.29

%

 

$

19,335

     

114

%

 

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 Realized
Gains from
Investments
  Total
Distributions
 

Victory RS Small Cap Equity Fund

 

Class A

 

Year Ended 12/31/20

 

$

16.05

     

(0.19

)

   

6.17

     

5.98

     

(4.01

)

   

(4.01

)

 

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

     

     

   

Class C

 

Year Ended 12/31/20

 

$

4.13

     

(0.07

)

   

1.48

     

1.41

     

(4.01

)

   

(4.01

)

 

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

     

     

   

Class R

 

Year Ended 12/31/20

 

$

12.32

     

(0.20

)

   

4.68

     

4.48

     

(4.01

)

   

(4.01

)

 

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

     

     

   

Class Y

 

Year Ended 12/31/20

 

$

16.52

     

(0.16

)

   

6.36

     

6.20

     

(4.01

)

   

(4.01

)

 

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

     

     

   

Member Class

 
11/3/20(f) through
12/31/20
 

$

17.72

     

(0.04

)

   

4.37

     

4.33

     

(4.01

)

   

(4.01

)

 

(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)  The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.05% for the period shown. (See Note 8)

(f)  Commencement of operations.

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

 
    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 Small Cap Equity Fund

 

Class A

 

Year Ended 12/31/20

   

   

$

18.02

     

37.99

%

   

1.29

%

   

(1.14

)%

   

1.29

%

 

$

76,611

     

157

%

 

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

%(e)

   

1.35

%

   

(0.88

)%

   

1.36

%

 

$

52,075

     

86

%

 

Class C

 

Year Ended 12/31/20

   

   

$

1.53

     

36.75

%

   

2.10

%

   

(1.94

)%

   

5.26

%

 

$

515

     

157

%

 

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

%(e)

   

2.10

%

   

(1.64

)%

   

3.14

%

 

$

410

     

86

%

 

Class R

 

Year Ended 12/31/20

   

   

$

12.79

     

37.31

%

   

1.75

%

   

(1.59

)%

   

2.05

%

 

$

3,325

     

157

%

 

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

%(e)

   

1.70

%

   

(1.24

)%

   

1.70

%

 

$

2,954

     

86

%

 

Class Y

 

Year Ended 12/31/20

   

   

$

18.71

     

38.24

%

   

1.10

%

   

(0.95

)%

   

1.58

%

 

$

4,449

     

157

%

 

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

%(e)

   

1.10

%

   

(0.64

)%

   

1.24

%

 

$

1,834

     

86

%

 

Member Class

 
11/3/20(f) through
12/31/20
   

   

$

18.04

     

25.09

%

   

1.15

%

   

(1.14

)%

   

23.73

%

 

$

218

     

157

%

 

See notes to financial statements.


83



Victory Portfolios

  Notes to Financial Statements
December 31, 2020
 

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, Y and
   Member Class*
 

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, Y and
   Member Class*
 

*  Member Class commenced operations on November 3, 2020.

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 Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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


84



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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

Investments in open-end investment companies are valued at net asset value. These 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, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments.

   

Level 1

 

Level 2

 

Level 3

 

Total

 

RS Small Cap Growth Fund

 

Common Stocks

 

$

2,884,680,241

   

$

   

$

   

$

2,884,680,241

   

Collateral for Securities Loaned

   

309,080,609

     

     

     

309,080,609

   

Total

 

$

3,193,760,850

   

$

   

$

   

$

3,193,760,850

   

RS Select Growth Fund

 

Common Stocks

 

$

229,758,885

   

$

   

$

   

$

229,758,885

   

Collateral for Securities Loaned

   

17,121,224

     

     

     

17,121,224

   

Total

 

$

246,880,109

   

$

   

$

   

$

246,880,109

   

RS Mid Cap Growth Fund

 

Common Stocks

 

$

601,083,267

   

$

   

$

   

$

601,083,267

   

Collateral for Securities Loaned

   

21,105,286

     

     

     

21,105,286

   

Total

 

$

622,188,553

   

$

   

$

   

$

622,188,553

   

RS Growth Fund

 

Common Stocks

 

$

305,726,653

   

$

   

$

   

$

305,726,653

   

Collateral for Securities Loaned

   

10,656,676

     

     

     

10,656,676

   

Total

 

$

316,383,329

   

$

   

$

   

$

316,383,329

   

RS Science and Technology Fund

 

Common Stocks

 

$

437,125,902

   

$

2,192,926

   

$

   

$

439,318,828

   

Warrants

   

     

663,184

     

     

663,184

   

Collateral for Securities Loaned

   

41,521,357

     

     

     

41,521,357

   

Total

 

$

478,647,259

   

$

2,856,110

   

$

   

$

481,503,369

   


85



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
   

Level 1

 

Level 2

 

Level 3

 

Total

 

RS Small Cap Equity Fund

 

Common Stocks

 

$

83,098,178

   

$

   

$

   

$

83,098,178

   

Collateral for Securities Loaned

   

12,411,679

     

     

     

12,411,679

   

Total

 

$

95,509,857

   

$

   

$

   

$

95,509,857

   

For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.

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 Companies:

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date 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 recorded on the identified cost basis.

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 on the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on 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


86



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020. 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

  Between
30 & 90 days
 

90 days

 

Net Amount

 
RS Small Cap Growth
Fund
 

$

295,379,460

   

$

295,379,460

   

$

   

$

   

$

   

$

   

RS Select Growth Fund

   

16,583,572

     

16,583,572

     

     

     

     

   
RS Mid Cap Growth
Fund
   

20,268,130

     

20,268,130

     

     

     

     

   

RS Growth Fund

   

10,470,625

     

10,470,625

     

     

     

     

   
RS Science and
Technology Fund
   

39,281,641

     

39,281,641

     

     

     

     

   
RS Small Cap Equity
Fund
   

11,847,423

     

11,847,423

     

     

     

     

   

*  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 on the Statements of Assets and Liabilities.

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., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to 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 fees and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


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  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, were as follows:

    Purchases
(excluding U.S.
Government
Securities
  Sales
(excluding U.S.
Government
Securities)
 

RS Small Cap Growth Fund

 

$

1,634,249,768

   

$

1,819,271,443

   

RS Select Growth Fund

   

147,799,757

     

197,689,128

   

RS Mid Cap Growth Fund

   

479,775,181

     

560,536,902

   

RS Growth Fund

   

191,406,479

     

228,581,573

   
RS Science and Technology Fund    

95,333,488

     

123,632,818

   

RS Small Cap Equity Fund

   

104,929,936

     

114,452,144

   

For the year ended December 31, 2020, 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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statements of Operations as Investment advisory fees.

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 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 the 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Sub-Administration fees.

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Custodian fees.


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Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Compliance fees.

Sidley Austin LLP provides legal services to the Trust.

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as 12b-1 fees.

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 year ended December 31, 2020, the Distributor received approximately $40,281 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, 2020, the expense limits (excluding voluntary waivers) are as follows:

   

In effect until April 30, 2021

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class R6
Shares
  Class Y
Shares
  Member
Class
 
RS Small Cap Growth
Fund
   

1.40

%

   

2.16

%

   

1.86

%

   

1.06

%

   

1.13

%

   

N/A

   

RS Select Growth Fund

   

1.40

%

   

2.18

%

   

1.91

%

   

1.06

%

   

1.14

%

   

N/A

   

RS Mid Cap Growth Fund

   

1.20

%

   

2.11

%

   

1.80

%

   

0.94

%

   

0.95

%

   

1.05

%(a)

 

RS Growth Fund

   

1.10

%

   

1.93

%

   

1.71

%

   

N/A

     

0.83

%

   

N/A

   
RS Science and Technology
Fund
   

1.49

%

   

2.28

%

   

1.93

%

   

N/A

     

1.24

%

   

N/A

   
RS Small Cap Equity
Fund
   

1.35

%

   

2.10

%

   

1.75

%

   

N/A

     

1.10

%

   

1.15

%(a)

 

(a) In effect from November 3, 2020, until at least April 30, 2022.

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


89



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.

    Expires
December 30,
2021
  Expires
December 30,
2022
  Expires
December 31,
2023
 

Total

 

RS Small Cap Growth Fund

 

$

578,670

   

$

506,151

   

$

489,756

   

$

1,574,577

   

RS Select Growth Fund

   

334,454

     

285,457

     

227,571

     

847,482

   

RS Mid Cap Growth Fund

   

394,372

     

681,628

     

759,444

     

1,835,444

   

RS Growth Fund

   

283,325

     

288,176

     

294,950

     

866,451

   

RS Science and Technology Fund

   

25,649

     

41,114

     

37,306

     

104,069

   

RS Small Cap Equity Fund

   

28,246

     

30,362

     

40,673

     

99,281

   

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, 2020.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.

5. Risks:

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

Equity Risk — 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.

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

Sector Risk — To the extent the Funds focus in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Funds' investments and could make the Funds' performance more volatile. For example, the values of companies in the Information Technology sector are particularly vulnerable to economic downturns, short product cycles and aggressive pricing, market competition and changes in government regulation.

Concentration Risk — The RS Science and Technology Fund (herein, the "Fund") may concentrate its investments in a particular industry, as the term "concentration" is used in the 1940 Act. Concentrating investments in the Science and Technology-related sectors increases the risk of loss because the stocks of many or all of the companies in the sectors may decline in value due to developments adversely affecting the sectors. In addition, investors may buy or sell substantial amounts of the Fund's shares in response to factors affecting or expected to affect the sectors, resulting in extreme inflows and outflows


90



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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.

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

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2020, the Victory Funds Complex and the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex 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. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is presented on the Statements of Operations under Line of credit fees.

The Funds did not utilize the Line of Credit during the year ended December 31, 2020.

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 money to and borrow money from any other Victory Fund, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to 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 Interfund lending income.


91



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2020, were as follows:

    Borrower or
Lender
  Amount
Outstanding at
December 31, 2020
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
RS Small Cap
Growth Fund
 

Lender

 

$

   

$

3,715,000

     

1

     

0.62

%

 

$

3,715,000

   
RS Mid Cap
Growth Fund
 

Borrower

   

     

7,203,571

     

7

     

0.78

%

   

13,290,000

   

*  For the year ended December 31, 2020, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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, 2020, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

  Total
Accumulated
Earnings/(Loss)
  Capital  

RS Small Cap Growth Fund

 

$

15,875,438

   

$

(15,875,438

)

 

RS Select Growth Fund

   

(4,361,146

)

   

4,361,146

   

RS Mid Cap Growth Fund

   

374,102

     

(374,102

)

 

RS Growth Fund

   

(1,116,684

)

   

1,116,684

   

RS Science and Technology Fund

   

(1,778,636

)

   

1,778,636

   

RS Small Cap Equity Fund

   

(631,058

)

   

631,058

   

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, 2020

 
   

Distributions paid from:

     
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS Small Cap Growth Fund

 

$

   

$

238,416,513

   

$

238,416,513

   

RS Select Growth Fund

   

     

36,049,711

     

36,049,711

   

RS Mid Cap Growth Fund

   

     

23,813,744

     

23,813,744

   

RS Growth Fund

   

735,571

     

25,325,913

     

26,061,484

   

RS Science and Technology Fund

   

1,369,369

     

23,897,369

     

25,266,738

   

RS Small Cap Equity Fund

   

125,322

     

15,917,397

     

16,042,719

   


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Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
   

Year Ended December 31, 2019

 
   

Distributions paid from

     
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS Small Cap Growth Fund

 

$

   

$

187,283,238

   

$

187,283,238

   

RS Select Growth Fund

   

     

26,547,194

     

26,547,194

   

RS Growth Fund

   

671,178

     

24,492,995

     

25,164,173

   

RS Science and Technology Fund

   

2,573,472

     

21,865,163

     

24,438,635

   

RS Small Cap Equity Fund

   

     

7,591,954

     

7,591,954

   

As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:

    Undistributed
Ordinary
Income
  Undistributed
Long-Term
Capital Gains
  Accumulated
Earnings
  Unrealized
Appreciation
(Depreciation)*
  Total
Accumulated
Earnings
(Loss)
 

RS Small Cap Growth Fund

 

$

   

$

83,667,611

   

$

83,667,611

   

$

1,029,264,605

   

$

1,112,932,216

   

RS Select Growth Fund

   

     

37,894,206

     

37,894,206

     

74,369,800

     

112,264,006

   

RS Mid Cap Growth Fund

   

     

24,589,419

     

24,589,419

     

206,174,810

     

230,764,229

   

RS Growth Fund

   

4,025,561

     

     

4,025,561

     

134,000,679

     

138,026,240

   

RS Science and Technology Fund

   

     

2,499,668

     

2,499,668

     

227,027,454

     

229,527,122

   

RS Small Cap Equity Fund

   

2,583,177

     

4,585,326

     

7,168,503

     

17,790,381

     

24,958,884

   

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

As of the tax year ended December 31, 2020, the Funds had no net capital loss carryforwards ("CLCFs").

During the most recent tax year ended December 31, 2020, the RS Mid Cap Growth Fund utilized $2,653,428 of CLCFs.

As of December 31, 2020, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives 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

 

$

2,164,496,245

   

$

1,114,205,009

   

$

(84,940,404

)

 

$

1,029,264,605

   

RS Select Growth Fund

   

172,510,309

     

80,427,862

     

(6,058,062

)

   

74,369,800

   

RS Mid Cap Growth Fund

   

416,013,743

     

218,031,381

     

(11,856,571

)

   

206,174,810

   

RS Growth Fund

   

182,382,650

     

137,838,922

     

(3,838,243

)

   

134,000,679

   

RS Science and Technology Fund

   

254,475,915

     

243,114,284

     

(16,086,830

)

   

227,027,454

   

RS Small Cap Equity Fund

   

77,719,476

     

19,667,340

     

(1,876,959

)

   

17,790,381

   

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


93



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control those Funds. Shareholders of record may hold Fund shares for the benefit of their customers.

   

Shareholder

 

Percent

 

RS Mid Cap Growth Fund

 

Pershing LLC

   

58.3

%

 


94



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, 2020, the related statements of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period 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, 2020, the results of their operations for the year then ended and the changes in their net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 26, 2019, expressed an unqualified opinion on those 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian, counterparties and brokers or by other appropriate auditing procedures where replies from brokers and counterparties were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 23, 2021


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Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, 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, 8 portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth

  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, Born October 1951

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, Born April 1947

 

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).

 

E. Lee Beard,* Born August 1951

 

Trustee

 

May 2005

 

Retired (since 2015)

 

None.

 

Dennis M. Bushe, Born January 1944

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


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Name and Date of Birth

  Position
Held with
the Trust
  Date
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
John L. Kelly,
Born April 1953
 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, (January 2016-April 2016) and Managing Partner (August 2014-January 2016) Endgate Commodities LLC.

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer,* Born April 1957

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, Born May 1961

 

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, Born December 1944

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown,** Born May 1972

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.

 

Trustee, USAA Mutual Funds Trust.

 

*  The Board has designated Ms. Beard and Mr. Meyer 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 date of birth, 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 Date of Birth

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, Born February 1962

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, Born July 1969

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser.

 

Erin G. Wagner, Born February 1974

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, Born March 1965

 

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, Born March 1984

 

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 Services, Inc. (since 2018).

 

Colin Kinney, Born October 1973

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 
Chuck Booth,
Born April 1960
 

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, Born January 1954

 

Assistant Secretary

 

December 1997

 

Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); 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 December 31 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. Forms N-PORT are available on the SEC's web site 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, 2020, through December 31, 2020.

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.

Fund

  Beginning
Account
Value
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS Small Cap Growth Fund

 

Class A Shares

 

$

1,000.00

   

$

1,339.90

   

$

1,018.10

   

$

8.23

   

$

7.10

     

1.40

%

 

Class C Shares

   

1,000.00

     

1,334.80

     

1,014.28

     

12.68

     

10.94

     

2.16

%

 

Class R Shares

   

1,000.00

     

1,336.70

     

1,015.79

     

10.93

     

9.42

     

1.86

%

 

Class R6 Shares

   

1,000.00

     

1,342.20

     

1,019.81

     

6.24

     

5.38

     

1.06

%

 

Class Y Shares

   

1,000.00

     

1,341.80

     

1,019.46

     

6.65

     

5.74

     

1.13

%

 


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Fund

  Beginning
Account
Value
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS Select Growth Fund

 

Class A Shares

 

$

1,000.00

   

$

1,256.70

   

$

1,018.10

   

$

7.94

   

$

7.10

     

1.40

%

 

Class C Shares

   

1,000.00

     

1,251.80

     

1,014.18

     

12.34

     

11.04

     

2.18

%

 

Class R Shares

   

1,000.00

     

1,254.00

     

1,015.53

     

10.82

     

9.68

     

1.91

%

 

Class R6 Shares

   

1,000.00

     

1,258.90

     

1,019.81

     

6.02

     

5.38

     

1.06

%

 

Class Y Shares

   

1,000.00

     

1,258.50

     

1,019.41

     

6.47

     

5.79

     

1.14

%

 

RS Mid Cap Growth Fund

 

Class A Shares

   

1,000.00

     

1,282.00

     

1,019.10

     

6.88

     

6.09

     

1.20

%

 

Class C Shares

   

1,000.00

     

1,276.30

     

1,014.53

     

12.07

     

10.68

     

2.11

%

 

Class R Shares

   

1,000.00

     

1,278.00

     

1,016.09

     

10.31

     

9.12

     

1.80

%

 

Class R6 Shares

   

1,000.00

     

1,283.90

     

1,020.41

     

5.40

     

4.77

     

0.94

%

 

Class Y Shares

   

1,000.00

     

1,283.80

     

1,020.36

     

5.45

     

4.82

     

0.95

%

 

Member Class**

   

1,000.00

     

1,179.40

     

1,019.86

     

1.84

     

5.33

     

1.05

%

 

RS Growth Fund

 

Class A Shares

   

1,000.00

     

1,258.80

     

1,019.61

     

6.25

     

5.58

     

1.10

%

 

Class C Shares

   

1,000.00

     

1,254.00

     

1,015.43

     

10.93

     

9.78

     

1.93

%

 

Class R Shares

   

1,000.00

     

1,255.80

     

1,016.54

     

9.70

     

8.67

     

1.71

%

 

Class Y Shares

   

1,000.00

     

1,260.90

     

1,020.96

     

4.72

     

4.22

     

0.83

%

 

RS Science and Technology Fund

 

Class A Shares

   

1,000.00

     

1,393.30

     

1,017.75

     

8.84

     

7.46

     

1.47

%

 

Class C Shares

   

1,000.00

     

1,388.20

     

1,013.67

     

13.69

     

11.54

     

2.28

%

 

Class R Shares

   

1,000.00

     

1,390.60

     

1,015.43

     

11.60

     

9.78

     

1.93

%

 

Class Y Shares

   

1,000.00

     

1,395.00

     

1,018.90

     

7.47

     

6.29

     

1.24

%

 

RS Small Cap Equity Fund

 

Class A Shares

   

1,000.00

     

1,343.90

     

1,018.65

     

7.60

     

6.55

     

1.29

%

 

Class C Shares

   

1,000.00

     

1,335.20

     

1,014.58

     

12.33

     

10.63

     

2.10

%

 

Class R Shares

   

1,000.00

     

1,340.40

     

1,016.34

     

10.30

     

8.87

     

1.75

%

 

Class Y Shares

   

1,000.00

     

1,344.90

     

1,019.61

     

6.48

     

5.58

     

1.10

%

 

Member Class**

   

1,000.00

     

1,250.90

     

1,019.36

     

2.09

     

5.84

     

1.15

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

**  Actual Expenses Paid are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 59/366 to reflect the stub period from commencement of operations November 3, 2020, through December 31, 2020.


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Additional Federal Income Tax Information

For the year ended December 31, 2020, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

   

Percent

 
RS Growth Fund    

66

%

 
RS Science and Technology Fund    

10

%

 
RS Small Cap Equity Fund    

1

%

 

Dividends qualified for corporate dividends received deductions of:

   

Percent

 
RS Growth Fund    

65

%

 
RS Science and Technology Fund    

9

%

 
RS Small Cap Equity Fund    

1

%

 

For the year ended December 31, 2020, the following Funds designated short-term capital gain distributions:

   

Amount

 
RS Growth Fund  

$

1,618,021

   
RS Science and Technology Fund    

1,369,369

   
RS Small Cap Equity Fund    

233,413

   

For the year ended December 31, 2020, the following Funds designated long-term capital gain distributions:

   

Amount

 
RS Small Cap Growth Fund  

$

238,416,513

   
RS Select Growth Fund    

39,636,257

   
RS Mid Cap Growth Fund    

23,813,744

   
RS Growth Fund    

25,560,147

   
RS Science and Technology Fund    

26,015,637

   
RS Small Cap Equity Fund    

16,440,364

   


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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 a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020 called for the purpose of reviewing the Agreement. 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, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Funds' advisory arrangements by an independent consultant retained through their counsel.

The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.

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;

•  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 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,


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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 an 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 also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

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 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, 2020, to that of the median performance of the Fund's 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, 2020, to that of the median performance of the Fund's 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 one-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 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, 2020, to that of the median performance of the Fund's 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, and underperformed the peer group median for all of the periods reviewed, with the exception of the ten-year period. 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, 2020, to that of the median performance of the Fund's 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 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, 2020, to that of the median performance of the Fund's 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, and outperformed 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 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, 2020, to that of the median performance of the Fund's 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, outperformed the peer group median for the five- and ten-year periods, underperformed the peer group median for the one-year period, and matched the peer group median for 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 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.


104



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (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.


105



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)  
    800-235-8396 for Member Class  

VPRSGF-AR (12/20)



December 31, 2020

Annual Report

Victory RS International Fund

Victory RS Global Fund

Victory Sophus Emerging Markets Fund

Victory Sophus Emerging Markets Small Cap Fund

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports may 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 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

   

Managers' Commentary and Investment Overview (Unaudited)

   

5

   
Investment Objective and Portfolio Holdings
(Unaudited)
   

19

   

Financial Statements

 

The Victory International Funds

 

Victory RS International Fund

 

Schedule of Portfolio Investments

   

23

   

Statement of Assets and Liabilities

   

48

   

Statement of Operations

   

50

   

Statements of Changes in Net Assets

   

52-54

   

Financial Highlights

   

58-59

   

Victory RS Global Fund

 

Schedule of Portfolio Investments

   

28

   

Statement of Assets and Liabilities

   

48

   

Statement of Operations

   

50

   

Statements of Changes in Net Assets

   

52-54

   

Financial Highlights

   

60-61

   

Victory Sophus Emerging Markets Fund

 

Schedule of Portfolio Investments

   

34

   

Statement of Assets and Liabilities

   

49

   

Statement of Operations

   

51

   

Statements of Changes in Net Assets

   

55-57

   

Financial Highlights

   

62-63

   

Victory Sophus Emerging Markets Small Cap Fund

 

Schedule of Portfolio Investments

   

41

   

Statement of Assets and Liabilities

   

49

   

Statement of Operations

   

51

   

Statements of Changes in Net Assets

   

55-57

   

Financial Highlights

   

64-65

   

Notes to Financial Statements

   

66

   
Report of Independent
Registered Public Accounting Firm
   

78

   

Supplemental Information (Unaudited)

   

79

   

Trustee and Officer Information

    79    

Proxy Voting and Portfolio Holdings Information

    82    

Expense Examples

    82    

Additional Federal Income Tax Information

    84    

Advisory Contract Approval

    85

 

Privacy Policy (inside back cover)

 


1



IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call (800) 539-3863 and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

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

For more specific information, please consult your tax adviser.

The Funds are distributed by Victory Capital Services, 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,

When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.

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

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

It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.

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

Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.

While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to


3



remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.

On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.

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

Christopher K. Dyer, CFA

President,

Victory Funds


4



Victory RS International Funds

Victory RS International Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

International equities (as measured by the MSCI EAFE Index (the "Index")) returned 7.82% over the year ended December 31, 2020, finishing a volatile year with three consecutive quarters of positive returns. Broad recognition of the pandemic related to the novel coronavirus and the disease it causes (COVID-19) in the first quarter led to steep market losses and economic contraction as virus prevention measures kept businesses closed and people at home. The ensuing government relief efforts and central bank stimulus ignited a multi-month equity market recovery led by a narrow group of U.S. large-cap equities and those companies best suited to operate in a "remote" economy. Positive vaccine news and the conclusion of the U.S. elections in early November further strengthened the stimulus driven rally, bolstering value-oriented market segments and shifting capital toward sectors that would benefit from economic growth.

How did Victory RS International Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 5.55% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Index, which returned 7.82% during the reporting period.

What strategies did you employ during the reporting period?

We employ a blended investment approach that relies on both rigorous quantitative techniques and experienced analyst judgement. At the heart of the investment process is our proprietary QVS (Quality, Value and Sentiment) Model (the "Model"), which is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. The Model helps us focus our resources, as we conduct additional research only on companies with the strongest Model recommendations. Making correct macro allocation calls can be immensely challenging, therefore we do not forecast regional performance and seek to remain sector- and region-neutral in constructing our portfolios. In our view, stock selection can be far more impactful to strategy performance than allocation.

The Fund's active return to the Index was negatively impacted by stock selection in the Consumer Discretionary and Information Technology sectors. Underweights to the Consumer Discretionary and Consumer Staples sectors also detracted, as did the Fund's small allocation to cash. Stock selection in the Financials, Materials and Industrials sectors aided relative performance. From a regional perspective, stock selection in Japan and Europe detracted from relative results, while Fund investments in the United Kingdom and Asia/Pacific ex Japan supported relative performance. Country-level detractors included the Netherlands and Spain, while positive contributors included Italy and France.


5



Victory RS International Funds

Victory RS International Fund (continued)

Managers' Commentary (continued)

Individual detractors from relative performance included Telefonica SA, a telecommunications and network provider based in Spain, and En-Japan Inc., a Japanese online job recruitment and employee training firm. The Fund also lost relative performance from not owning ASML Holding NV, a semiconductor equipment provider based in the Netherlands that performed well within the Index. Positive contributors included Chinese technology multinational Tencent Holdings Ltd., United Kingdom- based mining and resources corporation Rio Tinto Plc, and Atlas Copco AB, an industrial equipment supplier based in Sweden.


6



Victory RS International Funds

Victory RS International Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

5.55

%

   

–0.53

%

   

4.76

%

   

3.76

%

   

5.21

%

   

5.90

%

   

5.80

%

   

7.82

%

 

Five Year

   

8.05

%

   

6.77

%

   

7.25

%

   

7.25

%

   

7.72

%

   

N/A

     

8.31

%

   

7.45

%

 

Ten Year

   

5.12

%

   

4.50

%

   

4.24

%

   

4.24

%

   

4.71

%

   

N/A

     

5.43

%

   

5.51

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

7.92

%

   

N/A

     

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


7



Victory RS International Funds

Victory RS Global Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

Global equities (as measured by the MSCI All Country World Index (the "Index")) returned 16.25% over the year ended December 31, 2020, finishing a volatile year with three consecutive quarters of positive returns. Broad recognition of the pandemic related to the novel coronavirus and the disease it causes (COVID-19) in the first quarter led to steep market losses and economic contraction as virus prevention measures kept businesses closed and people at home. The ensuing government relief efforts and central bank stimulus ignited a multi-month equity market recovery led by a narrow group of U.S. large caps and those companies best suited to operate in a "remote" economy. Positive vaccine news and the conclusion of the U.S. elections in early November further strengthened the stimulus driven rally, bolstering value-oriented market segments and shifting capital toward sectors that would benefit from economic growth

How did Victory RS Global Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 17.00% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the Index, which returned 16.25% during the reporting period.

What strategies did you employ during the reporting period?

We employ a blended investment approach that relies on both rigorous quantitative techniques and experienced analyst judgement. At the heart of the investment process is our proprietary QVS (Quality, Value and Sentiment) Model (the "Model"), which is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. The Model helps us focus our resources, as we conduct additional research only on companies with the strongest Model recommendations. Making correct macro allocation calls can be immensely challenging, therefore we do not forecast regional performance and seek to remain sector- and region-neutral in constructing our portfolios. In our view, stock selection can be far more impactful to strategy performance than allocation.

The Fund's active return to the Index was aided by positive stock selection in several economic sectors, including Financials, Consumer Staples and Industrials. Stock selection in the Consumer Discretionary sector detracted from relative performance, as did an underweight to the Information Technology sector and the Fund's allocation to cash. From a regional perspective, Fund investments in the United Kingdom and North American benefitted relative results, while stock selection in Japan and Asia/Pacific ex Japan hampered relative returns. Country-level contributors included the United States and China, while detractors included Hong Kong and France.

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 Chinese condiment maker Foshan Haitian Flavouring & Food Co., Ltd., and U.S. software and services leader Microsoft Corporation.


8



Victory RS International Funds

Victory RS Global Fund (continued)

Managers' Commentary (continued)

Individual detractors from relative performance included Hong Kong-based oil and gas producer CNOOC Ltd., and Phillips 66, a diversified energy company based in the United States. The Fund also lost relative performance from not owning Tesla, Inc., a U.S. provider of electric vehicles and energy storage systems that had strong returns within the Index.


9



Victory RS International Funds

Victory RS Global Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

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

   

17.00

%

   

10.25

%

   

16.06

%

   

15.06

%

   

16.70

%

   

17.27

%

   

17.27

%

   

16.25

%

 

Five Year

   

13.88

%

   

12.53

%

   

13.02

%

   

13.02

%

   

18.33

%

   

N/A

     

14.18

%

   

12.26

%

 

Since Inception

   

11.19

%

   

10.51

%

   

10.36

%

   

10.36

%

   

13.23

%

   

18.04

%

   

11.53

%

   

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


10



Victory RS International Funds

Victory Sophus Emerging Markets Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The year 2020 was intense, to say the least. The incredible pace at which the pandemic spread, and the subsequent widespread lockdowns caused a steep and rapid selloff in global markets in the first quarter. This was followed by massive monetary and fiscal stimulus measures from central banks across the globe to help prop up economies, translating to a global equity market recovery. The fourth quarter brought news of therapeutics and an effective vaccine for the disease caused by a novel coronavirus ("COVID-19"), causing a strong cyclical rally as investors began to invest for a post-pandemic world. For the year ended December 31, 2020, emerging markets equities returned 18.31%, supported for much of the year by strength in Chinese equities and a weakening U.S. dollar.

In the first quarter, emerging markets declined 23.60% as global markets tumbled on recession fears triggered by the COVID-19 pandemic. Adding fuel to the fire was an oil price war following a breakdown in the OPEC+ alliance. In the second half of the quarter, as the coronavirus shifted from East Asia to the rest of the world, we witnessed an unprecedented collapse in economic activity resulting from countries' attempts to slow the spread of the virus. In response, central banks took action, implementing monetary and fiscal stimulus measures. In the first quarter, the U.S. dollar advanced 2.8% and oil collapsed, down 65.6%. China led all countries, declining 10.2% as it witnessed a gradual restoration of economic activity in the first quarter. After the dramatic selloff of the first quarter, emerging markets equities rose 18.1% in the second quarter. This was driven by the swift and novel actions of central banks in the first quarter, and a flattening of COVID-19 cases globally. Asia was particularly strong in the second quarter where COVID-19 cases appeared to be contained, while concerns remained in certain Latin American, European, Middle Eastern, and African countries around rising COVID-19 cases. As the lockdowns continued to ease, economies showed encouraging signs for a recovery with several countries reporting positive high-frequency data. Further monetary stimulus measures from central banks across the globe also added to the recovery.

Emerging markets equities continued to recover in the third quarter following the dramatic sell-down in the first quarter from the shocks related to the pandemic. Emerging markets advanced 9.6% for the three-month period ended September 30, 2020, with the bulk of that performance coming in July, when the benchmark advanced 8.9%. Monetary and fiscal stimulus measures, as well as a weakening U.S. dollar, pushed Emerging markets equities higher during the quarter. Commodities also rallied on continued optimism for a global growth recovery. However, the rally stalled late in the third quarter as rising COVID-19 cases in Europe, rising political uncertainty in the United States, and concerns over the ability/willingness for further stimulus from central banks across the globe called into question the pace and sustainability of the economic recovery. The fourth quarter brought news of effective vaccines and therapeutics, which led to a risk on rally as investors started looking forward to a post-pandemic world. This helped to propel emerging markets equities, which advanced 19.7%. A weaker U.S. dollar also contributed to the gains as the U.S. Dollar Index closed below 90. As part of this post-pandemic view, we witnessed a strong cyclical rally, with value equities outperforming growth and small-cap equities (which tend to be more economically sensitive/tied to their local economies) outperforming large-cap equities.


11



Victory RS International Funds

Victory Sophus Emerging Markets Fund (continued)

Managers' Commentary (continued)

How did Victory Sophus Emerging Markets Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 16.73% (Class A Shares at net asset value) underperforming the MSCI Emerging Markets Index, which returned 18.31% during the reporting period.

What strategies did you employ during the reporting period?

We employ a disciplined, bottom-up approach utilizing both quantitative and fundamental processes to invest in businesses that we believe have superior and sustainable earnings growth at attractive valuations, with revisions as the catalyst. By investing in companies with these characteristics, coupled with our risk-managed approach, we seek to provide a more consistent return pattern over time.

By sectors, the largest contributor to relative performance was Information Technology and Industrials. The largest detractor from relative performance was stock selection in Consumer Discretionary. By country, the largest contributor was stock selection in China. The largest detractor was stock selection in Brazil.

The economic shutdowns in 2020 due to the pandemic led to the worst recession since the Great Depression. As a result, central banks across the globe pumped liquidity into the markets, and financial markets proved rather resilient. Emerging markets equities achieved strong returns, outperforming developed markets with a strong second half of the year. With the development and rollout out of a COVID-19 vaccine and therapeutics, the world is turning the page toward recovery. Looking forward to 2021, we are optimistic on the asset class. A Joe Biden presidency potentially reduces the risk premia that has weighed on emerging markets equities for some time. The potential for easing trade restrictions and more normalized sovereign relations could go a long way to help in that regard. Emerging markets, excluding parts of Asia, have a strong value tilt, and a more reflationary backdrop could drive value for much of 2021. Small-cap equities, particularly, are more levered to the cyclical rally as economies recover. The continuation of the weakening of the U.S. dollar and favorable monetary policy through much of the emerging markets and globally, should also provide meaningful tailwinds to the asset class.

We anticipate a resurgence in global growth in 2021. The Chinese economy will continue to build on its recovery, and we expect the globe to benefit from China's strong growth outlook. In its October World Economic Order report, the International Monetary Fund projected 2021 emerging markets growth to be 6.0%, led by an 8.2% growth projection for China and an 8.8% growth rate for India. Longer term, ongoing urbanization and the growth of the middle class (and hence, consumption) should lead to higher emerging markets spending power that is expected to propel U.S. gross domestic product (GDP) growth well ahead of developed economies for the foreseeable future. The buildout of infrastructure across emerging markets, both physical and in technology, should also enhance the growth trajectory.


12



Victory RS International Funds

Victory Sophus Emerging Markets Fund (continued)

Managers' Commentary (continued)

After the uncharacteristic easing of emerging markets policy rates in the immediate aftermath of the pandemic, the firming of goods price inflation and financial stability concerns forced central banks of several emerging markets to slow or halt their rate-cutting cycles. Given the consensus view that emerging markets inflation will soften into early 2021 and developed markets growth will slow, central banks of emerging markets may be under pressure to deliver further easing.

After the strong fourth-quarter rally, emerging markets valuations appear somewhat stretched, but not when compared to developed markets, particularly versus the United States. Further, the decrease in the emerging markets risk premia potential as a result of the new Biden administration could help to narrow the discount gap between emerging markets and developed markets. We believe that with the reasonably wide growth outlook and interest rate differentials, along with the easing of the U.S. dollar into 2021, we see a strong backdrop for emerging markets equities.


13



Victory RS International Funds

Victory Sophus Emerging Markets Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

16.73

%

   

10.03

%

   

15.79

%

   

14.79

%

   

16.46

%

   

17.28

%

   

17.10

%

   

18.31

%

 

Five Year

   

12.77

%

   

11.44

%

   

11.88

%

   

11.88

%

   

12.50

%

   

N/A

     

13.16

%

   

12.81

%

 

Ten Year

   

2.70

%

   

2.10

%

   

1.89

%

   

1.89

%

   

2.42

%

   

N/A

     

3.03

%

   

3.63

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

N/A

     

13.90

%

   

N/A

     

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


14



Victory RS International Funds

Victory Sophus Emerging Markets Small Cap Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

The year 2020 was intense, to say the least. The incredible pace at which the pandemic spread, and the subsequent widespread lockdowns caused a steep and rapid sell-off in global markets in the first quarter. This was followed by massive monetary and fiscal stimulus measures from central banks across the globe to help prop up economies, translating to a global equity market recovery. The fourth quarter brought news of therapeutics and an effective vaccine, causing a strong cyclical rally as investors began to invest for a post-pandemic world. For the year ended December 31, 2020, emerging markets small-cap equities returned 19.29%, supported for much of the year by strength in Asia and a weakening U.S. dollar.

Emerging market small-cap equities declined 31.37% in the first quarter. Global markets tumbled in March on recession fears triggered by the pandemic related to a novel coronavirus and the disease it causes ("COVID-19"). Adding fuel to the fire was an oil price war following a breakdown in the OPEC+ alliance. In the second half of the quarter, as the coronavirus shifted from East Asia to the rest of the world, we witnessed an unprecedented collapse in economic activity resulting from countries' attempts to slow the spread of the virus. In response, central banks took action, implementing monetary and fiscal stimulus measures. In the first quarter, the US dollar advanced 2.8% and oil collapsed, down 65.6%. After the dramatic selloff in the first quarter, emerging markets small-cap equities rallied 27.14% in the second quarter. This was driven by the swift and novel actions of central banks in the first quarter, and a flattening of COVID-19 cases globally. Asia was particularly strong in the second quarter where COVID-19 cases appeared to be contained, while concerns remained in certain Latin American, European, Middle Eastern, and African countries around rising COVID-19 cases. As the lockdowns continued to ease, economies showed encouraging signs for a recovery with several countries reporting positive high-frequency data. Further monetary stimulus measures from central banks across the globe also added to the recovery.

Emerging markets small-cap equities continued to recover in the third quarter following the dramatic sell-down in the first quarter from the shocks related to the pandemic. Emerging markets small-cap equities advanced 11.9% for the three-month period ended September 30, 2020. Monetary and fiscal stimulus measures, as well as a weakening U.S. dollar, served to push emerging markets small-cap equities higher. Commodities also rallied on continued optimism for a global growth recovery. The rally in equities stalled in September as rising COVID-19 cases in Europe, rising political uncertainty in the United States, and concerns over the ability/willingness for further stimulus from central banks across the globe called into question the pace and sustainability of the economic recovery. The fourth quarter brought news of effective vaccines and therapeutics, which led to a risk-on rally as investors started looking forward to a post-pandemic world. This helped to propel emerging markets small-cap equities, which advanced 22.22% for the quarter. A weaker U.S. dollar also contributed to the gains as the U.S. Dollar Index closed below 90. As part of this post-pandemic view, we witnessed a strong cyclical rally, with value equities outperforming growth and small-cap equities (which tend to be more economically sensitive/tied to their local economies) outperforming large-cap equities.


15



Victory RS International Funds

Victory Sophus Emerging Markets Small Cap Fund (continued)

Managers' Commentary (continued)

How did Victory Sophus Emerging Markets Small Cap Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 10.27% (Class A Shares at net asset value), underperforming the MSCI Emerging Market Small Cap Index, which returned 19.29% during the reporting period.

What strategies did you employ during the reporting period?

On a sector basis, the largest detractor from relative performance was Health Care, with the bulk of the underperformance coming from stock selection in South Korea. Not surprisingly, given the cyclical rally in the quarter, the largest contributor was Financials. On a country basis, the largest detractor was India, driven by many stocks that were not owned given the broad-based rally in that country. The largest contributor to relative performance was Mexico driven by stock selection in industrials.

The economic shutdowns in 2020 due to the pandemic led to the worst recession since the Great Depression. As a result, central banks across the globe pumped liquidity into the markets, and financial markets proved rather resilient. Emerging markets equities achieved strong returns, outperforming developed markets with a strong second half of the year. With the development and rollout out of a COVID-19 vaccine and therapeutics, the world is turning the page toward recovery. Looking forward to 2021, we are optimistic on the asset class. A Joe Biden presidency potentially reduces the risk premia that has weighed on emerging markets equities for some time. The potential for easing trade restrictions and more normalized sovereign relations, , could go a long way to help in that regard. Emerging markets, excluding parts of Asia, have a strong value tilt, and a more reflationary backdrop could drive value for much of 2021. Small-cap equities, particularly, are more levered to the cyclical rally as economies recover. The continuation of the weakening of the U.S. dollar and favorable monetary policy through much of the emerging markets and globally, should also provide meaningful tailwinds to the asset class.

We anticipate a resurgence in global growth in 2021. The Chinese economy will continue to build on its recovery, and we expect the globe to benefit from China's strong growth outlook. In its October World Economic Order report, the International Monetary Fund projected 2021 emerging markets growth to be 6.0%, led by an 8.2% growth projection for China and an 8.8% growth rate for India. Longer term, ongoing urbanization and the growth of the middle class (and hence, consumption) should lead to higher emerging markets spending power that is expected to propel U.S. gross domestic product (GDP) growth well ahead of developed economies for the foreseeable future. The buildout of infrastructure across emerging markets, both physical and in technology, should also enhance the growth trajectory.

After the uncharacteristic easing of emerging markets policy rates in the immediate aftermath of the pandemic, the firming of goods price inflation and financial stability concerns forced central bank of several emerging markets to slow or halt their rate-cutting cycles. Given the consensus view that emerging markets inflation will soften into early 2021


16



Victory RS International Funds

Victory Sophus Emerging Markets Small Cap Fund (continued)

Managers' Commentary (continued)

and developed markets growth will slow, central banks of emerging markets may be under pressure to deliver further easing.

Despite the strong fourth-quarter rally, emerging markets small-cap valuations still trade at a significant discount to developed market small caps, particularly versus the United States. Further, the decrease in the emerging markets risk premia potential as a result of the new Biden administration could help to narrow the discount gap between emerging markets and developed markets. We believe that with the reasonably wide growth outlook and interest rate differentials, along with the easing of the U.S. dollar into 2021, we see a strong backdrop for emerging markets small-cap equities.


17



Victory RS International Funds

Victory Sophus Emerging Markets Small Cap Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

 

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

   

10.27

%

   

3.88

%

   

9.47

%

   

8.47

%

   

10.61

%

   

19.29

%

 

Five Year

   

8.49

%

   

7.21

%

   

7.25

%

   

7.25

%

   

8.77

%

   

8.19

%

 

Since Inception

   

5.59

%

   

4.69

%

   

4.51

%

   

4.51

%

   

5.90

%

   

N/A

   

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

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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


18



Victory RS International Funds (Unaudited)
Victory RS International Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS International Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


19



Victory RS International Funds (Unaudited)
Victory RS Global Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Global Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


20



Victory RS International Funds (Unaudited)
Victory Sophus Emerging Markets Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Sophus Emerging Markets Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


21



Victory RS International Funds (Unaudited)
Victory Sophus Emerging Markets Small Cap Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Sophus Emerging Markets Small Cap Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


22



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (95.6%)

 

Australia (5.4%):

 

Financials (1.1%):

 

Macquarie Group Ltd.

   

39,513

   

$

4,216,784

   

Health Care (1.3%):

 

CSL Ltd.

   

23,151

     

5,057,350

   

Materials (2.0%):

 

BHP Group Ltd.

   

227,129

     

7,419,917

   

Real Estate (1.0%):

 

Scentre Group

   

1,821,745

     

3,912,337

   
     

20,606,388

   

Belgium (1.0%):

 

Information Technology (1.0%):

 

Melexis NV

   

39,939

     

3,892,334

   

China (2.6%):

 

Communication Services (0.8%):

 

Tencent Holdings Ltd.

   

42,600

     

3,065,331

   

Consumer Discretionary (0.8%):

 

China Meidong Auto Holdings Ltd.

   

738,000

     

3,004,188

   

Financials (1.0%):

 

China Merchants Bank Co. Ltd., Class H

   

623,500

     

3,944,416

   
     

10,013,935

   

Denmark (1.2%):

 

Consumer Staples (1.2%):

 

Royal Unibrew A/S

   

40,690

     

4,712,631

   

France (8.6%):

 

Consumer Discretionary (4.0%):

 

Cie Generale des Etablissements Michelin SCA

   

33,342

     

4,292,460

   

Faurecia SE (a)

   

71,739

     

3,675,194

   

LVMH Moet Hennessy Louis Vuitton SE

   

11,468

     

7,178,064

   
     

15,145,718

   

Energy (1.2%):

 

Gaztransport Et Technigaz SA

   

11,810

     

1,143,989

   

TOTAL SE (b)

   

83,263

     

3,593,357

   
     

4,737,346

   

Industrials (1.0%):

 

Safran SA (a)

   

25,871

     

3,666,327

   

Information Technology (1.3%):

 

Capgemini SE

   

33,369

     

5,189,962

   

Materials (1.1%):

 

Arkema SA

   

35,936

     

4,111,339

   
     

32,850,692

   

See notes to financial statements.


23



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Germany (5.6%):

 

Financials (1.6%):

 

Allianz SE

   

25,622

   

$

6,293,826

   

Industrials (1.3%):

 

Siemens AG, Registered Shares

   

34,328

     

4,944,194

   

Information Technology (1.6%):

 

SAP SE

   

47,889

     

6,201,730

   

Real Estate (1.1%):

 

Vonovia SE

   

55,142

     

4,026,729

   
     

21,466,479

   

Hong Kong (2.6%):

 

Financials (1.5%):

 

AIA Group Ltd.

   

474,400

     

5,781,283

   

Real Estate (1.1%):

 

CK Asset Holdings Ltd.

   

841,000

     

4,303,451

   
     

10,084,734

   

Ireland (0.8%):

 

Industrials (0.8%):

 

Experian PLC

   

77,118

     

2,929,173

   

Italy (5.1%):

 

Energy (0.9%):

 

Snam SpA

   

629,282

     

3,553,474

   

Financials (0.9%):

 

Banca Generali SpA (a)

   

104,497

     

3,494,537

   

Health Care (1.1%):

 

Recordati Industria Chimica e Farmaceutica SpA

   

72,726

     

4,043,688

   

Utilities (2.2%):

 

Enel SpA

   

810,494

     

8,245,506

   
     

19,337,205

   

Japan (21.9%):

 

Communication Services (1.8%):

 

Capcom Co. Ltd.

   

54,800

     

3,554,443

   

Kakaku.com, Inc.

   

120,300

     

3,293,493

   
     

6,847,936

   

Consumer Discretionary (3.7%):

 

Hikari Tsushin, Inc.

   

12,600

     

2,956,819

   

Toyota Motor Corp.

   

143,900

     

11,106,394

   
     

14,063,213

   

Consumer Staples (1.6%):

 

Kobe Bussan Co. Ltd. (b)

   

90,100

     

2,768,725

   

Toyo Suisan Kaisha Ltd.

   

68,500

     

3,334,173

   
     

6,102,898

   

See notes to financial statements.


24



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Financials (2.0%):

 

JAFCO Group Co. Ltd.

   

41,300

   

$

2,064,133

   

Mitsubishi UFJ Financial Group, Inc.

   

585,100

     

2,590,977

   

Tokio Marine Holdings, Inc.

   

56,800

     

2,926,849

   
     

7,581,959

   

Health Care (3.1%):

 

Hoya Corp.

   

56,600

     

7,839,946

   

Shionogi & Co. Ltd.

   

77,400

     

4,232,193

   
     

12,072,139

   

Industrials (4.4%):

 

en-japan, Inc.

   

99,300

     

2,983,355

   

Fuji Electric Co. Ltd.

   

36,800

     

1,328,528

   

ITOCHU Corp.

   

93,300

     

2,683,709

   

Nippon Yusen KK

   

108,900

     

2,541,090

   

OKUMA Corp.

   

58,400

     

3,276,089

   

Sanwa Holdings Corp.

   

334,200

     

3,903,249

   
     

16,716,020

   

Information Technology (3.6%):

 

Fujitsu Ltd.

   

47,900

     

6,924,254

   

Oracle Corp.

   

32,800

     

4,276,252

   

Ulvac, Inc.

   

60,100

     

2,576,990

   
     

13,777,496

   

Real Estate (0.7%):

 

Sumitomo Realty & Development Co. Ltd.

   

82,400

     

2,544,289

   

Utilities (1.0%):

 

Chubu Electric Power Co., Inc.

   

307,300

     

3,709,029

   
     

83,414,979

   

Netherlands (4.0%):

 

Communication Services (1.1%):

 

Koninklijke KPN NV

   

1,409,192

     

4,282,399

   

Financials (1.2%):

 

ING Groep NV (a)

   

477,053

     

4,434,997

   

Industrials (1.1%):

 

Wolters Kluwer NV

   

49,342

     

4,157,788

   

Information Technology (0.6%):

 

ASM International NV

   

10,848

     

2,366,960

   
     

15,242,144

   

New Zealand (0.9%):

 

Health Care (0.9%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

145,834

     

3,462,412

   

Norway (1.3%):

 

Energy (0.4%):

 

Aker BP ASA

   

52,526

     

1,327,507

   

See notes to financial statements.


25



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Financials (0.9%):

 

SpareBank 1 SMN

   

304,653

   

$

3,472,813

   
     

4,800,320

   

Spain (1.0%):

 

Communication Services (1.0%):

 

Telefonica SA

   

946,006

     

3,762,381

   

Sweden (2.1%):

 

Industrials (2.1%):

 

Atlas Copco AB, Class B

   

115,251

     

5,175,718

   

Epiroc AB, Class B

   

157,323

     

2,657,108

   
     

7,832,826

   

Switzerland (15.2%):

 

Consumer Staples (4.8%):

 

Coca-Cola HBC AG

   

81,098

     

2,625,810

   

Nestle SA, Registered Shares

   

131,121

     

15,505,240

   
     

18,131,050

   

Financials (2.9%):

 

Cembra Money Bank AG

   

24,194

     

2,931,394

   

Partners Group Holding AG

   

3,118

     

3,665,023

   

UBS Group AG

   

322,997

     

4,549,287

   
     

11,145,704

   

Health Care (6.0%):

 

Novartis AG, Registered Shares

   

112,007

     

10,549,925

   

Roche Holding AG

   

35,572

     

12,393,876

   
     

22,943,801

   

Industrials (1.5%):

 

Adecco Group AG

   

87,594

     

5,836,033

   
     

58,056,588

   

United Kingdom (16.3%):

 

Communication Services (0.8%):

 

ITV PLC (a)

   

2,190,981

     

3,192,196

   

Consumer Discretionary (1.5%):

 

Next PLC (a)

   

60,323

     

5,815,855

   

Consumer Staples (4.6%):

 

Diageo PLC

   

191,091

     

7,560,112

   

Imperial Brands PLC

   

291,090

     

6,104,585

   

Unilever PLC

   

61,364

     

3,679,678

   
     

17,344,375

   

Energy (2.0%):

 
BP PLC     

920,171

     

3,174,802

   

Royal Dutch Shell PLC, Class A

   

260,554

     

4,568,499

   
     

7,743,301

   

See notes to financial statements.


26



Victory Portfolios
Victory RS International Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Financials (2.9%):

 

Close Brothers Group PLC

   

176,212

   

$

3,322,688

   

HSBC Holdings PLC

   

458,414

     

2,367,467

   

Legal & General Group PLC

   

1,462,591

     

5,329,495

   
     

11,019,650

   

Health Care (0.4%):

 

Smith & Nephew PLC

   

75,885

     

1,576,085

   

Materials (4.1%):

 

Croda International PLC

   

29,940

     

2,692,103

   

Evraz PLC

   

592,424

     

3,785,573

   

Rio Tinto PLC

   

121,917

     

9,175,705

   
     

15,653,381

   
         

62,344,843

   

Total Common Stocks (Cost $316,488,912)

   

364,810,064

   

Exchange-Traded Funds (1.4%)

 

United States (1.4%):

 

iShares MSCI EAFE ETF

   

76,110

     

5,552,986

   

Total Exchange-Traded Funds (Cost $4,988,751)

   

5,552,986

   

Collateral for Securities Loaned^ (1.2%)

 

United States (1.2%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

78,960

     

78,960

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

2,712,732

     

2,712,732

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 0.04% (c)
   

39,405

     

39,405

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

314,202

     

314,202

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 0.09% (c)
   

1,412,714

     

1,412,714

   

Total Collateral for Securities Loaned (Cost $4,558,013)

   

4,558,013

   

Total Investments (Cost $326,035,676) — 98.2%

   

374,921,063

   

Other assets in excess of liabilities — 1.8%

   

6,716,329

   

NET ASSETS — 100.00%

 

$

381,637,392

   

^  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, 2020.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.


27



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (97.3%)

 

Australia (1.3%):

 

Financials (0.5%):

 

Macquarie Group Ltd.

   

9,140

   

$

975,411

   

Health Care (0.8%):

 

CSL Ltd.

   

8,401

     

1,835,203

   
     

2,810,614

   

Belgium (0.7%):

 

Information Technology (0.7%):

 

Melexis NV

   

14,966

     

1,458,541

   

Bermuda (1.0%):

 

Industrials (1.0%):

 

Triton International Ltd.

   

44,516

     

2,159,471

   

Brazil (0.5%):

 

Financials (0.5%):

 

Itau Unibanco Holding SA, Preference Shares

   

197,715

     

1,210,129

   

Canada (2.3%):

 

Energy (0.5%):

 

Parex Resources, Inc. (a)

   

82,038

     

1,129,336

   

Industrials (1.0%):

 

Canadian Pacific Railway Ltd. (b)

   

6,159

     

2,136,704

   

Materials (0.8%):

 

Kirkland Lake Gold Ltd. (b)

   

41,691

     

1,723,066

   
     

4,989,106

   

China (4.2%):

 

Communication Services (1.5%):

 

Tencent Holdings Ltd.

   

47,100

     

3,389,133

   

Consumer Discretionary (0.5%):

 

China Meidong Auto Holdings Ltd.

   

262,000

     

1,066,528

   

Consumer Staples (1.0%):

 

Foshan Haitan Flavouring & Food Co. Ltd., Class A

   

68,749

     

2,110,957

   

Financials (1.2%):

 

Industrial & Commercial Bank of China Ltd., Class H

   

4,188,000

     

2,690,834

   
     

9,257,452

   

Denmark (0.7%):

 

Consumer Staples (0.7%):

 

Royal Unibrew A/S

   

13,345

     

1,545,590

   

See notes to financial statements.


28



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

France (4.3%):

 

Consumer Discretionary (1.4%):

 

Faurecia SE (a)

   

33,217

   

$

1,701,709

   

LVMH Moet Hennessy Louis Vuitton SE

   

2,085

     

1,305,046

   
     

3,006,755

   

Energy (0.9%):

 

Gaztransport Et Technigaz SA

   

11,408

     

1,105,049

   

TOTAL SE (b)

   

18,997

     

819,848

   
     

1,924,897

   

Financials (0.7%):

 

BNP Paribas SA (a)

   

29,690

     

1,567,199

   

Industrials (0.6%):

 

Safran SA (a)

   

10,255

     

1,453,295

   

Materials (0.7%):

 

Arkema SA

   

14,002

     

1,601,930

   
     

9,554,076

   

Hong Kong (0.4%):

 

Energy (0.4%):

 

CNOOC Ltd.

   

1,014,957

     

931,174

   

India (0.6%):

 

Consumer Staples (0.6%):

 

Nestle India Ltd.

   

5,537

     

1,395,563

   

Indonesia (1.2%):

 

Communication Services (1.2%):

 

PT Telkom Indonesia Persero Tbk

   

11,380,500

     

2,685,035

   

Ireland (1.6%):

 

Industrials (1.6%):

 

Eaton Corp. PLC

   

28,772

     

3,456,668

   

Italy (2.8%):

 

Energy (0.8%):

 

Snam SpA

   

314,748

     

1,777,341

   

Financials (0.3%):

 

Banca Generali SpA (a)

   

20,667

     

691,136

   

Health Care (0.8%):

 

Recordati Industria Chimica e Farmaceutica SpA

   

31,448

     

1,748,562

   

Utilities (0.9%):

 

Enel SpA

   

184,984

     

1,881,922

   
     

6,098,961

   

See notes to financial statements.


29



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Japan (7.6%):

 

Communication Services (1.1%):

 

Capcom Co. Ltd.

   

20,500

   

$

1,329,673

   

Kakaku.com, Inc.

   

39,800

     

1,089,618

   
     

2,419,291

   

Consumer Discretionary (1.4%):

 

Hikari Tsushin, Inc.

   

4,000

     

938,673

   

Toyota Motor Corp.

   

28,600

     

2,207,386

   
     

3,146,059

   

Consumer Staples (1.0%):

 

Kobe Bussan Co. Ltd. (b)

   

37,300

     

1,146,209

   

Toyo Suisan Kaisha Ltd.

   

22,900

     

1,114,636

   
     

2,260,845

   

Financials (1.1%):

 

JAFCO Group Co. Ltd.

   

24,200

     

1,209,492

   

Mitsubishi UFJ Financial Group, Inc.

   

291,800

     

1,292,167

   
     

2,501,659

   

Health Care (1.2%):

 

As One Corp.

   

5,379

     

920,149

   

Hoya Corp.

   

12,200

     

1,689,882

   
     

2,610,031

   

Industrials (1.2%):

 

Nippon Yusen KK

   

58,500

     

1,365,048

   

OKUMA Corp.

   

20,700

     

1,161,216

   
     

2,526,264

   

Information Technology (0.6%):

 

Ulvac, Inc.

   

30,600

     

1,312,078

   
     

16,776,227

   

Korea, Republic Of (2.0%):

 

Information Technology (2.0%):

 

Samsung Electronics Co. Ltd.

   

59,672

     

4,456,448

   

Mexico (0.7%):

 

Industrials (0.7%):

 

Promotora y Operadora de Infraestructura SAB de CV

   

168,568

     

1,488,145

   

Netherlands (0.5%):

 

Information Technology (0.5%):

 

ASM International NV

   

5,176

     

1,129,368

   

New Zealand (0.8%):

 

Health Care (0.8%):

 

Fisher & Paykel Healthcare Corp. Ltd.

   

72,161

     

1,713,257

   

Norway (1.0%):

 

Energy (0.4%):

 

Aker BP ASA

   

35,869

     

906,529

   

See notes to financial statements.


30



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Financials (0.6%):

 

SpareBank 1 SMN

   

106,162

   

$

1,210,166

   
     

2,116,695

   

Singapore (0.6%):

 

Financials (0.6%):

 

Singapore Exchange Ltd.

   

205,900

     

1,446,569

   

Sweden (0.8%):

 

Industrials (0.8%):

 

Atlas Copco AB, Class B

   

41,385

     

1,858,527

   

Switzerland (3.1%):

 

Financials (0.7%):

 

Partners Group Holding AG

   

1,306

     

1,535,125

   

Health Care (1.4%):

 

Roche Holding AG

   

8,926

     

3,109,967

   

Industrials (1.0%):

 

Adecco Group AG

   

33,189

     

2,211,248

   
     

6,856,340

   

Taiwan (1.0%):

 

Financials (1.0%):

 

Cathay Financial Holding Co. Ltd.

   

1,533,000

     

2,308,445

   

United Kingdom (5.8%):

 

Communication Services (0.8%):

 

ITV PLC (a)

   

1,245,888

     

1,815,223

   

Consumer Discretionary (0.6%):

 

Next PLC (a)

   

13,951

     

1,345,042

   

Consumer Staples (0.7%):

 

Imperial Brands PLC

   

75,899

     

1,591,714

   

Financials (0.9%):

 

Close Brothers Group PLC

   

103,702

     

1,955,425

   

Materials (2.8%):

 

Croda International PLC

   

15,463

     

1,390,380

   

Evraz PLC

   

265,588

     

1,697,100

   

Rio Tinto PLC

   

38,947

     

2,931,226

   
     

6,018,706

   
     

12,726,110

   

United States (51.8%):

 

Communication Services (5.1%):

 

Alphabet, Inc., Class C (a)

   

2,604

     

4,561,896

   

Facebook, Inc., Class A (a)

   

15,046

     

4,109,965

   

Verizon Communications, Inc.

   

44,027

     

2,586,586

   
     

11,258,447

   

See notes to financial statements.


31



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Consumer Discretionary (7.1%):

 

Amazon.com, Inc. (a)

   

2,013

   

$

6,556,200

   

McDonald's Corp.

   

17,027

     

3,653,654

   

Ross Stores, Inc.

   

22,819

     

2,802,401

   

The TJX Cos., Inc.

   

39,240

     

2,679,700

   
     

15,691,955

   

Consumer Staples (4.6%):

 

Colgate-Palmolive Co.

   

41,389

     

3,539,173

   

PepsiCo, Inc.

   

23,765

     

3,524,350

   

The Estee Lauder Cos., Inc., Class A

   

11,579

     

3,082,214

   
     

10,145,737

   

Energy (0.9%):

 

ConocoPhillips

   

31,094

     

1,243,449

   

Phillips 66

   

11,960

     

836,483

   
     

2,079,932

   

Financials (7.1%):

 

Bank of America Corp.

   

112,185

     

3,400,327

   

JPMorgan Chase & Co.

   

31,337

     

3,981,993

   

MSCI, Inc.

   

5,000

     

2,232,650

   

S&P Global, Inc.

   

8,164

     

2,683,752

   

The PNC Financial Services Group, Inc.

   

14,707

     

2,191,343

   

The Progressive Corp.

   

10,675

     

1,055,544

   
     

15,545,609

   

Health Care (7.4%):

 

Amedisys, Inc. (a)

   

4,908

     

1,439,664

   

Amgen, Inc.

   

10,786

     

2,479,917

   

CVS Health Corp.

   

28,795

     

1,966,698

   

Eli Lilly & Co.

   

18,479

     

3,119,994

   

IDEXX Laboratories, Inc. (a)

   

6,087

     

3,042,709

   

Johnson & Johnson

   

26,779

     

4,214,479

   
     

16,263,461

   

Industrials (1.7%):

 

3M Co.

   

7,618

     

1,331,550

   

Honeywell International, Inc.

   

11,537

     

2,453,920

   
     

3,785,470

   

Information Technology (16.2%):

 

Apple, Inc.

   

83,173

     

11,036,225

   

Cisco Systems, Inc.

   

81,611

     

3,652,092

   

Mastercard, Inc., Class A

   

14,760

     

5,268,434

   

Microsoft Corp.

   

41,710

     

9,277,138

   

NVIDIA Corp.

   

5,243

     

2,737,895

   

Texas Instruments, Inc.

   

22,974

     

3,770,723

   
     

35,742,507

   

Real Estate (0.7%):

 

Prologis, Inc.

   

16,440

     

1,638,410

   

See notes to financial statements.


32



Victory Portfolios
Victory RS Global Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Utilities (1.0%):

 

MGE Energy, Inc.

   

31,106

   

$

2,178,353

   
     

114,329,881

   

Total Common Stocks (Cost $166,784,706)

   

214,758,392

   

Exchange-Traded Funds (0.3%)

 

United States (0.3%):

 

iShares MSCI ACWI ETF (b)

   

7,169

     

650,372

   

Total Exchange-Traded Funds (Cost $548,885)

   

650,372

   

Collateral for Securities Loaned^ (2.4%)

 

United States (2.4%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

90,363

     

90,363

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

3,104,502

     

3,104,502

   
Goldman Sachs Financial Square Prime Obligations Fund,
Institutional Class, 0.04% (c)
   

45,096

     

45,096

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

359,579

     

359,579

   
Morgan Stanley Institutional Liquidity Prime Portfolio,
Institutional Class, 0.09% (c)
   

1,616,736

     

1,616,736

   

Total Collateral for Securities Loaned (Cost $5,216,276)

   

5,216,276

   

Total Investments (Cost $172,549,867) — 100.0%

   

220,625,040

   

Other assets in excess of liabilities — 0.0%

   

86,040

   

NET ASSETS — 100.00%

 

$

220,711,080

   

^  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, 2020.

ETF — Exchange-Traded Fund

PLC — Public Limited Company

See notes to financial statements.


33



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.0%)

 

Brazil (7.7%):

 

Communication Services (0.7%):

 

TIM SA

   

1,133,343

   

$

3,211,986

   

Consumer Discretionary (1.3%):

 

Afya Ltd., Class A (a)

   

100,547

     

2,543,839

   

Lojas Americanas SA, Preference Shares

   

364,100

     

1,843,138

   

Petrobras Distribuidora SA

   

437,000

     

1,865,042

   
     

6,252,019

   

Energy (1.6%):

 

Petroleo Brasileiro SA, ADR

   

671,480

     

7,540,720

   

Financials (1.6%):

 

Banco Bradesco SA, ADR

   

705,205

     

3,709,378

   

Banco do Brasil SA

   

544,200

     

4,091,439

   
     

7,800,817

   

Industrials (0.9%):

 

Randon SA Implementos e Participacoes, Preference Shares

   

763,900

     

2,376,757

   

SIMPAR SA

   

249,794

     

1,710,336

   
     

4,087,093

   

Materials (1.1%):

 

Vale SA

   

310,400

     

5,224,823

   

Utilities (0.5%):

 

Neoenergia SA

   

635,400

     

2,169,381

   
     

36,286,839

   

Chile (0.0%): (b)

 

Financials (0.0%):

 

Banco de Credito e Inversiones SA

   

1

     

39

   

China (35.1%):

 

Communication Services (6.4%):

 

Baidu, Inc., ADR (a)

   

14,754

     

3,190,405

   

Tencent Holdings Ltd.

   

379,215

     

27,286,838

   
     

30,477,243

   

Consumer Discretionary (12.7%):

 

Alibaba Group Holding Ltd., ADR (a)

   

110,623

     

25,745,291

   

China East Education Holdings Ltd. (c)

   

832,500

     

2,003,517

   

China Yongda Automobiles Services Holdings Ltd.

   

1,832,000

     

3,037,983

   

Hisense Home Appliances Group Co. Ltd., Class A

   

1,250,600

     

2,756,828

   

JD.com, Inc., ADR (a)

   

80,328

     

7,060,831

   

Jiumaojiu International Holdings Ltd. (a)(c)

   

766,000

     

2,334,160

   

Meituan Dianping, Class B (a)

   

269,800

     

10,156,532

   

Minth Group Ltd.

   

312,000

     

1,650,745

   

See notes to financial statements.


34



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Tongcheng-Elong Holdings Ltd. (a)

   

1,625,600

   

$

3,150,739

   

Topsports International Holdings Ltd. (c)

   

1,516,000

     

2,270,383

   
     

60,167,009

   

Consumer Staples (0.8%):

 

China Feihe Ltd. (c)

   

1,553,000

     

3,644,116

   

Energy (0.7%):

 

China Oilfield Services Ltd., Class H

   

3,818,000

     

3,236,392

   

Financials (3.9%):

 

China Merchants Bank Co. Ltd., Class H

   

1,110,500

     

7,025,299

   

CSC Financial Co. Ltd., Class H (c)(d)

   

2,630,000

     

3,499,178

   

Ping An Insurance Group Co. of China Ltd.

   

639,000

     

7,776,636

   
     

18,301,113

   

Health Care (1.2%):

 

Wuxi Biologics Cayman, Inc. (a)(c)

   

417,000

     

5,530,159

   

Industrials (3.0%):

 

COSCO SHIPPING Holdings Co. Ltd., Class H (a)(d)

   

2,844,000

     

3,409,741

   

Hangcha Group Co. Ltd., Class A

   

625,360

     

2,011,274

   

Sany Heavy Industry Co. Ltd., Class A

   

741,300

     

3,973,384

   

Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H

   

4,174,800

     

5,009,613

   
     

14,404,012

   

Information Technology (4.3%):

 

Chinasoft International Ltd.

   

2,290,000

     

2,559,420

   

GDS Holdings Ltd., ADR (a)(d)

   

22,668

     

2,122,631

   

Kingdee International Software Group Co. Ltd.

   

577,000

     

2,355,712

   

Shengyi Technology Co. Ltd., Class A

   

681,200

     

2,939,441

   

Weimob, Inc. (a)(c)

   

2,357,000

     

4,249,110

   

Xinyi Solar Holdings Ltd.

   

2,316,000

     

6,073,232

   
     

20,299,546

   

Materials (0.8%):

 

China Hongqiao Group Ltd.

   

4,242,500

     

3,889,687

   

Real Estate (0.5%):

 

China SCE Group Holdings Ltd.

   

1,026,000

     

423,344

   

Shimao Services Holdings Ltd. (a)(c)

   

1,383,854

     

2,134,993

   
     

2,558,337

   

Utilities (0.8%):

 

China Longyuan Power Group Corp. Ltd., Class H

   

3,638,000

     

3,658,137

   
     

166,165,751

   

Colombia (0.7%):

 

Financials (0.7%):

 

Bancolombia SA, ADR

   

85,207

     

3,423,617

   

Greece (1.3%):

 

Financials (0.9%):

 

National Bank of Greece SA (a)

   

1,525,895

     

4,176,928

   

See notes to financial statements.


35



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Industrials (0.4%):

 

Mytilineos SA

   

142,632

   

$

2,070,261

   
     

6,247,189

   

Hong Kong (3.1%):

 

Consumer Discretionary (0.9%):

 

Geely Automobile Holdings Ltd.

   

1,265,000

     

4,331,631

   

Energy (0.7%):

 

Kunlun Energy Co. Ltd.

   

3,864,000

     

3,348,977

   

Information Technology (0.9%):

 

Lenovo Group Ltd. (d)

   

4,186,000

     

3,957,534

   

Real Estate (0.6%):

 

Shimao Group Holdings Ltd.

   

858,500

     

2,734,676

   
     

14,372,818

   

India (8.2%):

 

Energy (0.6%):

 

Petronet LNG Ltd.

   

861,620

     

2,921,968

   

Financials (3.9%):

 

Bandhan Bank Ltd. (a)(c)

   

612,150

     

3,378,926

   

Cholamandalam Investment and Finance Co. Ltd.

   

554,429

     

2,945,087

   

HDFC Bank Ltd., ADR (a)(d)

   

43,779

     

3,163,470

   

Housing Development Finance Corp. Ltd.

   

190,057

     

6,659,284

   

Multi Commodity Exchange of India Ltd.

   

85,091

     

2,016,771

   
     

18,163,538

   

Health Care (0.6%):

 

Dr. Reddy's Laboratories Ltd.

   

42,168

     

3,002,460

   

Information Technology (1.6%):

 

Infosys Technologies Ltd., ADR

   

437,482

     

7,415,320

   

Materials (1.5%):

 

Asian Paints Ltd.

   

62,129

     

2,353,503

   

Hindalco Industries Ltd.

   

1,461,503

     

4,828,663

   
     

7,182,166

   
     

38,685,452

   

Indonesia (1.3%):

 

Consumer Discretionary (0.5%):

 

PT Astra International Tbk

   

5,316,500

     

2,286,771

   

Financials (0.8%):

 

PT Bank Negara Indonesia Persero Tbk

   

8,776,700

     

3,867,457

   
     

6,154,228

   

Korea, Republic Of (16.0%):

 

Communication Services (0.9%):

 

NAVER Corp.

   

15,203

     

4,098,639

   

See notes to financial statements.


36



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Consumer Discretionary (3.0%):

 

Hankook Tire & Technology Co. Ltd.

   

85,657

   

$

3,112,229

   

Kia Motors Corp.

   

117,364

     

6,762,758

   

LG Electronics, Inc.

   

35,777

     

4,455,422

   
     

14,330,409

   

Consumer Staples (0.8%):

 

Cosmax, Inc. (a)

   

21,556

     

1,978,347

   

Orion Corp.

   

16,078

     

1,836,319

   
     

3,814,666

   

Financials (1.8%):

 

DB Insurance Co. Ltd.

   

51,898

     

2,091,718

   

Hana Financial Group, Inc.

   

95,651

     

3,046,894

   

Samsung Securities Co. Ltd.

   

85,695

     

3,197,519

   
     

8,336,131

   

Health Care (0.4%):

 

Hugel, Inc. (a)

   

9,609

     

1,662,564

   

Industrials (1.4%):

 

CJ Logistics Corp. (a)

   

9,488

     

1,447,381

   

Hanwha Aerospace Co. Ltd. (a)

   

95,590

     

2,512,348

   

LG Corp.

   

34,400

     

2,776,091

   
     

6,735,820

   

Information Technology (7.1%):

 

LG Innotek Co. Ltd.

   

17,571

     

2,959,940

   

Samsung Electronics Co. Ltd.

   

296,470

     

22,141,090

   
Samsung Electronics Co. Ltd., Preference Shares    

42,343

     

2,872,684

   

SK Hynix, Inc.

   

53,575

     

5,852,456

   
     

33,826,170

   

Materials (0.6%):

 

LG Chem Ltd.

   

3,661

     

2,784,143

   
     

75,588,542

   

Luxembourg (0.6%):

 

Materials (0.6%):

 

Ternium SA, ADR (a)

   

90,737

     

2,638,632

   

Mexico (1.3%):

 

Industrials (0.9%):

 

Controladora Vuela Cia de Aviacion SAB de CV, ADR (a)(d)

   

137,122

     

1,703,055

   

Grupo Aeroportuario del Centro Norte SAB de CV, ADR (a)

   

49,750

     

2,571,080

   
     

4,274,135

   

Real Estate (0.4%):

 

Corp Inmobiliaria Vesta SAB de CV

   

1,045,972

     

2,039,441

   
     

6,313,576

   

Philippines (0.6%):

 

Financials (0.6%):

 

BDO Unibank, Inc.

   

1,258,930

     

2,803,161

   

See notes to financial statements.


37



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Poland (0.5%):

 

Financials (0.5%):

 

Bank Polska Kasa Opieki SA (a)

   

151,413

   

$

2,491,163

   

Russian Federation (2.4%):

 

Consumer Discretionary (0.6%):

 

Detsky Mir PJSC (c)

   

1,538,620

     

2,833,316

   

Energy (0.7%):

 

Rosneft Oil Co. PJSC, GDR

   

611,783

     

3,449,629

   

Financials (1.1%):

 

Sberbank of Russia PJSC, ADR

   

362,433

     

5,240,139

   
     

11,523,084

   

Saudi Arabia (0.5%):

 

Industrials (0.5%):

 

Saudi Industrial Services Co.

   

289,538

     

2,503,645

   

Singapore (0.7%):

 

Communication Services (0.7%):

 

Sea Ltd., ADR (a)

   

16,318

     

3,248,098

   

South Africa (2.5%):

 

Communication Services (0.6%):

 

MTN Group Ltd.

   

674,665

     

2,785,882

   

Consumer Discretionary (0.6%):

 

Mr. Price Group Ltd.

   

244,658

     

2,840,729

   

Financials (0.5%):

 

Absa Group Ltd.

   

306,126

     

2,503,901

   

Materials (0.8%):

 

Impala Platinum Holdings Ltd.

   

280,183

     

3,858,443

   
     

11,988,955

   

Taiwan (12.2%):

 

Consumer Discretionary (0.9%):

 

Makalot Industrial Co. Ltd.

   

352,000

     

2,404,134

   

Topkey Corp.

   

302,000

     

1,681,137

   
     

4,085,271

   

Financials (1.6%):

 

Chailease Holding Co. Ltd.

   

638,608

     

3,822,537

   

Yuanta Financial Holding Co. Ltd.

   

5,306,760

     

3,887,817

   
     

7,710,354

   

Industrials (0.3%):

 

Sunonwealth Electric Machine Industry Co. Ltd.

   

749,000

     

1,439,248

   

Information Technology (9.4%):

 

Globalwafers Co. Ltd.

   

183,000

     

4,623,078

   

MediaTek, Inc.

   

220,000

     

5,867,010

   

See notes to financial statements.


38



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Nanya Technology Corp.

   

1,840,000

   

$

5,704,750

   

Taiwan Semiconductor Manufacturing Co. Ltd.

   

1,374,998

     

26,012,414

   

Zhen Ding Technology Holding Ltd.

   

564,000

     

2,295,196

   
     

44,502,448

   
     

57,737,321

   

Thailand (1.5%):

 

Consumer Staples (0.5%):

 

Carabao Group PCL

   

611,400

     

2,338,805

   

Financials (0.6%):

 

The Siam Commercial Bank PCL

   

1,010,900

     

2,950,512

   

Real Estate (0.4%):

 

AP Thailand PCL

   

7,600,800

     

1,836,204

   
     

7,125,521

   

Turkey (0.5%):

 

Utilities (0.5%):

 

Enerjisa Enerji A/S (c)

   

1,286,836

     

2,169,402

   

United Kingdom (1.7%):

 

Materials (1.7%):

 

Anglo American PLC

   

117,172

     

3,868,707

   

Antofagasta PLC

   

212,669

     

4,171,768

   
     

8,040,475

   

United States (0.6%):

 

Industrials (0.6%):

 

Bizlink Holding, Inc.

   

309,000

     

2,686,528

   

Total Common Stocks (Cost $339,573,203)

   

468,194,036

   

Collateral for Securities Loaned^ (1.0%)

 

United States (1.0%):

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (e)

   

81,177

     

81,177

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (e)

   

2,788,893

     

2,788,893

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (e)
   

40,511

     

40,511

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (e)

   

323,023

     

323,023

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (e)
   

1,452,376

     

1,452,376

   

Total Collateral for Securities Loaned (Cost $4,685,980)

   

4,685,980

   

Total Investments (Cost $344,259,183) — 100.0%

   

472,880,016

   

Other assets in excess of liabilities — 0.0%

   

119,243

   

NET ASSETS — 100.00%

 

$

472,999,259

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

See notes to financial statements.


39



Victory Portfolios
Victory Sophus Emerging Markets Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

(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, 2020, the fair value of these securities was $34,047,260 and amounted to 7.2% of net assets.

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

(e)  Rate disclosed is the daily yield on December 31, 2020.

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

PCL — Public Company Limited

PLC — Public Limited Company

See notes to financial statements.


40



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (104.3%)

 

Belgium (1.0%):

 

Materials (1.0%):

 

Titan Cement International SA

   

2,337

   

$

39,258

   

Bermuda (1.3%):

 

Industrials (1.3%):

 

Johnson Electric Holdings Ltd.

   

10,500

     

26,002

   

Orient Overseas International Ltd.

   

2,500

     

24,990

   
     

50,992

   

Brazil (5.6%):

 

Consumer Discretionary (2.2%):

 

Afya Ltd., Class A (a)

   

1,140

     

28,842

   

Petrobras Distribuidora SA

   

6,300

     

26,887

   

Tupy SA (a)

   

8,300

     

33,617

   
     

89,346

   

Financials (0.8%):

 

Banco do Estado do Rio Grande do Sul SA, Preference Shares

   

11,300

     

31,876

   

Industrials (2.0%):

 

Randon SA Implementos e Participacoes, Preference Shares

   

12,300

     

38,270

   

SIMPAR SA

   

6,324

     

43,300

   
     

81,570

   

Utilities (0.6%):

 

Neoenergia SA

   

7,300

     

24,924

   
     

227,716

   

Canada (1.3%):

 

Energy (1.3%):

 

Canacol Energy Ltd.

   

7,986

     

23,531

   

Parex Resources, Inc. (a)

   

2,257

     

31,070

   
     

54,601

   

China (14.8%):

 

Communication Services (0.8%):

 

Cathay Media & Education Group, Inc. (a)(b)

   

33,036

     

35,020

   

Consumer Discretionary (5.4%):

 

China East Education Holdings Ltd. (b)

   

11,000

     

26,473

   

China Kepei Education Group Ltd.

   

40,000

     

27,886

   

China Yongda Automobiles Services Holdings Ltd.

   

24,000

     

39,799

   

Hisense Home Appliances Group Co. Ltd., Class A

   

13,600

     

29,980

   

Jiumaojiu International Holdings Ltd. (a)(b)

   

13,000

     

39,613

   

Minth Group Ltd.

   

6,000

     

31,745

   

Tongcheng-Elong Holdings Ltd. (a)

   

14,000

     

27,135

   
     

222,631

   

See notes to financial statements.


41



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Health Care (0.5%):

 

Tonghua Dongbao Pharmaceutical Co. Ltd., Class A

   

9,400

   

$

19,232

   

Industrials (2.1%):

 

Binjiang Service Group Co. Ltd.

   

12,000

     

22,187

   

Hangcha Group Co. Ltd., Class A

   

7,700

     

24,765

   

Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H

   

31,200

     

37,439

   
     

84,391

   

Information Technology (4.3%):

 

21vianet Group, Inc., ADR (a)

   

1,257

     

43,605

   

Chinasoft International Ltd.

   

30,000

     

33,529

   

Flat Glass Group Co. Ltd., Class H

   

8,000

     

33,748

   

Foshan Nationstar Optoelectronics Co. Ltd., Class A

   

16,100

     

25,134

   

Weimob, Inc. (a)(b)

   

21,000

     

37,858

   
     

173,874

   

Real Estate (1.7%):

 

China SCE Group Holdings Ltd.

   

62,000

     

25,582

   

Powerlong Real Estate Holdings Ltd.

   

36,000

     

24,892

   

Yuzhou Group Holdings Co. Ltd.

   

54,000

     

19,515

   
     

69,989

   
     

605,137

   

Greece (3.6%):

 

Financials (1.7%):

 

National Bank of Greece SA (a)

   

25,740

     

70,460

   

Industrials (1.0%):

 

Mytilineos SA

   

2,724

     

39,538

   

Utilities (0.9%):

 

Terna Energy SA

   

2,252

     

36,318

   
     

146,316

   

India (13.4%):

 

Consumer Discretionary (0.7%):

 

Garware Technical Fibres Ltd.

   

871

     

27,053

   

Energy (0.7%):

 

Petronet LNG Ltd.

   

7,994

     

27,110

   

Financials (2.2%):

 

Cholamandalam Investment and Finance Co. Ltd.

   

9,997

     

53,103

   

Multi Commodity Exchange of India Ltd.

   

1,629

     

38,610

   
     

91,713

   

Health Care (1.7%):

 

Alkem Laboratories Ltd.

   

678

     

27,177

   

Sequent Scientific Ltd. (a)

   

19,078

     

44,211

   
     

71,388

   

See notes to financial statements.


42



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Industrials (2.7%):

 

Ashoka Buildcon Ltd. (a)

   

17,866

   

$

22,737

   

Engineers India Ltd.

   

37,235

     

39,952

   

Polycab India Ltd.

   

1,834

     

26,096

   

RITES Ltd. (a)

   

5,293

     

19,709

   
     

108,494

   

Information Technology (1.6%):

 

Mphasis Ltd.

   

3,130

     

66,091

   

Materials (2.9%):

 

APL Apollo Tubes Ltd. (a)

   

2,887

     

34,939

   

EPL Ltd.

   

7,109

     

24,544

   

JK Lakshmi Cement Ltd.

   

7,475

     

34,828

   

Mishra Dhatu Nigam Ltd. (b)

   

8,638

     

23,748

   
     

118,059

   

Utilities (0.9%):

 

CESC Ltd.

   

4,506

     

37,893

   
     

547,801

   

Indonesia (3.0%):

 

Financials (1.0%):

 

PT Bank Danamon Indonesia Tbk

   

182,600

     

40,867

   

Industrials (0.8%):

 

PT Buana Lintas Lautan Tbk (a)

   

1,369,800

     

34,151

   

Materials (1.2%):

 

PT Merdeka Copper Gold Tbk (a)

   

283,500

     

49,105

   
     

124,123

   

Korea, Republic Of (23.2%):

 

Communication Services (0.8%):

 

AfreecaTV Co. Ltd.

   

604

     

33,685

   

Consumer Discretionary (1.6%):

 

Danawa Co. Ltd. (a)

   

1,069

     

30,305

   

Hankook Tire & Technology Co. Ltd.

   

985

     

35,788

   
     

66,093

   

Consumer Staples (2.2%):

 

Cosmax, Inc. (a)

   

350

     

32,122

   

Newtree Co. Ltd. (a)

   

1,295

     

29,730

   

Orion Corp.

   

240

     

27,411

   
     

89,263

   

Financials (1.7%):

 

DB Insurance Co. Ltd.

   

754

     

30,389

   

KIWOOM Securities Co. Ltd.

   

344

     

40,190

   
     

70,579

   

See notes to financial statements.


43



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Health Care (4.2%):

 

Classys, Inc.

   

2,132

   

$

30,277

   

Daewon Pharmaceutical Co. Ltd. (a)

   

1,675

     

29,961

   

Genexine, Inc. (a)

   

153

     

17,565

   

Hugel, Inc. (a)

   

146

     

25,261

   

Huons Co. Ltd.

   

235

     

13,432

   

I-Sens, Inc.

   

895

     

24,756

   

Samjin Pharmaceutical Co. Ltd. (a)

   

1,145

     

28,761

   
     

170,013

   

Industrials (4.7%):

 

CJ Logistics Corp. (a)

   

230

     

35,086

   

CS Wind Corp.

   

209

     

34,172

   

Dongbu Corp. (a)

   

3,105

     

38,770

   

Hanwha Aerospace Co. Ltd. (a)

   

1,487

     

39,082

   

NICE Information Service Co. Ltd. (a)

   

1,869

     

42,754

   
     

189,864

   

Information Technology (4.3%):

 

HyVision System, Inc.

   

4,361

     

59,566

   

LG Innotek Co. Ltd.

   

203

     

34,196

   

TES Co. Ltd.

   

1,645

     

44,994

   

WONIK IPS Co. Ltd. (a)

   

924

     

37,709

   
     

176,465

   

Materials (3.7%):

 

Hansol Chemical Co. Ltd.

   

312

     

56,573

   

SK Materials Co. Ltd. (a)

   

166

     

54,725

   

Soulbrain Holdings Co. Ltd.

   

945

     

39,343

   
     

150,641

   
     

946,603

   

Luxembourg (0.9%):

 

Materials (0.9%):

 

Ternium SA, ADR (a)

   

1,313

     

38,182

   

Malaysia (1.8%):

 

Financials (0.9%):

 

Hong Leong Financial Group Bhd

   

8,600

     

38,719

   

Industrials (0.9%):

 

MMC Corp. Bhd

   

163,300

     

36,667

   
     

75,386

   

Mexico (4.3%):

 

Financials (1.1%):

 

Banco del Bajio SA (a)(b)

   

33,213

     

45,543

   

See notes to financial statements.


44



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Industrials (2.3%):

 

Controladora Vuela Cia de Aviacion SAB de CV, ADR (a)

   

2,386

   

$

29,634

   

Grupo Aeroportuario del Centro Norte SAB de CV, ADR (a)

   

640

     

33,075

   

Grupo Traxion SAB de CV (a)(b)

   

34,523

     

30,178

   
     

92,887

   

Real Estate (0.9%):

 

Concentradora Fibra Danhos SA de CV

   

28,598

     

34,960

   
     

173,390

   

Philippines (1.2%):

 

Financials (1.2%):

 

Metropolitan Bank & Trust Co.

   

48,020

     

49,063

   

Poland (1.5%):

 

Financials (0.9%):

 

Bank Polska Kasa Opieki SA (a)

   

2,114

     

34,781

   

Industrials (0.6%):

 

Famur SA (a)

   

41,951

     

25,403

   
     

60,184

   

Russian Federation (0.7%):

 

Consumer Discretionary (0.7%):

 

Detsky Mir PJSC (b)

   

14,800

     

27,254

   

Saudi Arabia (1.6%):

 

Consumer Discretionary (0.7%):

 

Leejam Sports Co. JSC (a)

   

1,469

     

30,252

   

Industrials (0.9%):

 

Saudi Industrial Services Co.

   

4,212

     

36,422

   
     

66,674

   

Singapore (0.7%):

 

Real Estate (0.7%):

 

Ascendas India Trust

   

27,900

     

29,134

   

South Africa (2.7%):

 

Consumer Discretionary (0.7%):

 

Mr. Price Group Ltd.

   

2,502

     

29,050

   

Financials (0.8%):

 

Transaction Capital Ltd. (a)

   

20,066

     

34,180

   

Materials (1.2%):

 

Impala Platinum Holdings Ltd.

   

3,396

     

46,767

   
     

109,997

   

Taiwan (17.2%):

 

Communication Services (1.3%):

 

International Games System Co. Ltd.

   

2,000

     

54,104

   

See notes to financial statements.


45



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Consumer Discretionary (1.5%):

 

Makalot Industrial Co. Ltd.

   

5,000

   

$

34,150

   

Topkey Corp.

   

5,000

     

27,833

   
     

61,983

   

Financials (0.9%):

 

Chailease Holding Co. Ltd.

   

5,743

     

34,376

   

Industrials (1.5%):

 

Chicony Power Technology Co. Ltd.

   

12,000

     

30,199

   

Sunonwealth Electric Machine Industry Co. Ltd.

   

17,000

     

32,667

   
     

62,866

   

Information Technology (10.3%):

 

Chipbond Technology Corp.

   

14,000

     

33,147

   

Ennoconn Corp.

   

2,196

     

19,697

   

FLEXium Interconnect, Inc.

   

11,000

     

47,559

   

Foxsemicon Integrated Technology, Inc.

   

5,000

     

37,511

   

General Interface Solution Holding Ltd.

   

7,000

     

28,612

   

Lelon Electronics Corp.

   

19,000

     

43,282

   

Lotes Co. Ltd.

   

2,000

     

33,891

   

Powertech Technology, Inc.

   

7,000

     

23,713

   

Sigurd Microelectronics Corp.

   

20,000

     

32,291

   

Sino-American Silicon Products, Inc.

   

10,000

     

63,325

   

Tripod Technology Corp.

   

8,000

     

33,833

   

Zhen Ding Technology Holding Ltd.

   

6,000

     

24,417

   
     

421,278

   

Materials (1.7%):

 

Taiwan Hon Chuan Enterprise Co. Ltd.

   

13,000

     

27,940

   

Tung Ho Steel Enterprise Corp.

   

32,000

     

41,622

   
     

69,562

   
     

704,169

   

Thailand (1.6%):

 

Consumer Staples (0.8%):

 

Carabao Group PCL

   

8,400

     

32,133

   

Real Estate (0.8%):

 

AP Thailand PCL

   

142,700

     

34,473

   
     

66,606

   

Turkey (2.0%):

 

Financials (1.1%):

 

AvivaSA Emeklilik ve Hayat A/S (a)

   

18,523

     

45,766

   

Utilities (0.9%):

 

Enerjisa Enerji A/S (b)

   

21,989

     

37,070

   
     

82,836

   

See notes to financial statements.


46



Victory Portfolios
Victory Sophus Emerging Markets Small Cap Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

United States (0.9%):

 

Industrials (0.9%):

 

Bizlink Holding, Inc.

   

4,000

   

$

34,777

   

Total Common Stocks (Cost $3,411,918)

   

4,260,199

   

Rights (0.1%)

 

Korea, Republic Of (0.1%):

 

Industrials (0.1%):

 

CS Wind Corp., Expires 2/1/21 (a)(c)(d)

   

45

     

2,237

   

Total Rights (Cost $—)

   

2,237

   

Total Investments (Cost $3,411,918) — 104.4%

   

4,262,436

   

Liabilities in excess of other assets — (4.4)%

   

(179,193

)

 

NET ASSETS — 100.00%

 

$

4,083,243

   

(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, 2020, the fair value of these securities was $302,757 and amounted to 7.4% of net assets.

(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, 2020, 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, 2020. (See Note 2)

ADR — American Depositary Receipt

PCL — Public Company Limited

See notes to financial statements.


47



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory RS
International
Fund
  Victory
RS Global
Fund
 

ASSETS:

 

Investments, at value (Cost $326,035,676 and $172,549,867)

 

$

374,921,063

(a)

 

$

220,625,040

(b)

 

Foreign currency, at value (Cost $406,485 and $36,308)

   

405,963

     

36,308

   

Cash and cash equivalents

   

9,619,949

     

5,089,015

   

Receivables:

 

Interest and dividends

   

26,923

     

59,617

   

Capital shares issued

   

1,272,662

     

339,068

   

Reclaims

   

396,895

     

46,285

   

From Adviser

   

95,250

     

175,782

   

Prepaid expenses

   

11,247

     

19,616

   

Total Assets

   

386,749,952

     

226,390,731

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

4,558,013

     

5,216,276

   

Capital shares redeemed

   

206,361

     

196,564

   

Accrued foreign capital gains taxes

   

     

42,924

   

Accrued expenses and other payables:

 

Investment advisory fees

   

250,967

     

143,392

   

Administration fees

   

19,859

     

11,066

   

Custodian fees

   

9,508

     

8,431

   

Transfer agent fees

   

32,404

     

26,217

   

Compliance fees

   

252

     

144

   

Trustees' fees

   

1

     

1

   
12b-1 fees    

3,586

     

7,869

   

Other accrued expenses

   

31,609

     

26,767

   

Total Liabilities

   

5,112,560

     

5,679,651

   

NET ASSETS:

 

Capital

   

340,138,209

     

175,169,571

   

Total accumulated earnings/(loss)

   

41,499,183

     

45,541,509

   

Net Assets

 

$

381,637,392

   

$

220,711,080

   

Net Assets

 

Class A Shares

 

$

24,009,531

   

$

51,065,706

   

Class C Shares

   

1,241,204

     

3,490,514

   

Class R Shares

   

1,997,933

     

4,454,043

   

Class R6 Shares

   

251,586,064

     

46,776,098

   

Class Y Shares

   

102,802,660

     

114,924,719

   

Total

 

$

381,637,392

   

$

220,711,080

   
Shares (unlimited number of shares authorized with a par
value of $0.001 per share):
 

Class A Shares

   

1,780,230

     

2,956,906

   

Class C Shares

   

127,684

     

209,213

   

Class R Shares

   

158,758

     

206,465

   

Class R6 Shares

   

22,592,885

     

3,633,624

   

Class Y Shares

   

7,734,984

     

6,711,827

   

Total

   

32,394,541

     

13,718,035

   
Net asset value, offering (except Class A Shares) and redemption
price per share:
 

Class A Shares

 

$

13.49

   

$

17.27

   

Class C Shares (c)

   

9.72

     

16.68

   

Class R Shares

   

12.58

     

21.57

   

Class R6 Shares

   

11.14

     

12.87

   

Class Y Shares

   

13.29

     

17.12

   

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
 

$

14.31

   

$

18.32

   

(a)  Includes $4,295,333 of securities on loan.

(b)  Includes $4,934,538 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


48



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory Sophus
Emerging
Markets Fund
  Victory Sophus
Emerging
Markets Small
Cap Fund
 

ASSETS:

 

Investments, at value (Cost $344,259,183 and $3,411,918)

 

$

472,880,016

(a)

 

$

4,262,436

   

Foreign currency, at value (Cost $10,420 and $12,534)

   

11,266

     

12,913

   

Cash and cash equivalents

   

3,725,513

     

   

Receivables:

 

Interest and dividends

   

1,181,204

     

11,974

   

Capital shares issued

   

1,409,007

     

   

Investments sold

   

1,456,911

     

351,711

   

Reclaims

   

4,987

     

215

   

From Adviser

   

202,236

     

26,673

   

Prepaid expenses

   

8,512

     

22,708

   

Total Assets

   

480,879,652

     

4,688,630

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

4,685,980

     

   

Payable to custodian

   

     

404,332

   

Investments purchased

   

1,591,774

     

21,843

   

Capital shares redeemed

   

698,412

     

143,380

   

Accrued foreign capital gains taxes

   

331,881

     

28

   

Accrued expenses and other payables:

 

Investment advisory fees

   

387,477

     

4,709

   

Administration fees

   

23,863

     

234

   

Custodian fees

   

45,831

     

8,371

   

Transfer agent fees

   

44,895

     

404

   

Compliance fees

   

315

     

3

   

Trustees' fees

   

117

     

(b)

 
12b-1 fees    

10,676

     

73

   

Other accrued expenses

   

59,172

     

22,010

   

Total Liabilities

   

7,880,393

     

605,387

   

NET ASSETS:

 

Capital

   

372,046,218

     

3,432,830

   

Total accumulated earnings/(loss)

   

100,953,041

     

650,413

   

Net Assets

 

$

472,999,259

   

$

4,083,243

   

Net Assets

 

Class A Shares

 

$

60,206,290

   

$

223,969

   

Class C Shares

   

3,261,022

     

87,713

   

Class R Shares

   

13,531,311

     

   

Class R6 Shares

   

115,636,607

     

   

Class Y Shares

   

280,364,029

     

3,771,561

   

Total

 

$

472,999,259

   

$

4,083,243

   
Shares (unlimited number of shares authorized with a par
value of $0.001 per share):
 

Class A Shares

   

2,437,157

     

27,888

   

Class C Shares

   

177,443

     

12,062

   

Class R Shares

   

585,010

     

   

Class R6 Shares

   

4,607,695

     

   

Class Y Shares

   

11,281,650

     

472,197

   

Total

   

19,088,955

     

512,147

   
Net asset value, offering (except Class A Shares) and redemption
price per share:
 

Class A Shares

 

$

24.70

   

$

8.03

   

Class C Shares (c)

   

18.38

     

7.27

   

Class R Shares

   

23.13

     

   

Class R6 Shares

   

25.10

     

   

Class Y Shares

   

24.85

     

7.99

   

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
 

$

26.21

   

$

8.52

   

(a)  Includes $4,513,824 of securities on loan.

(b)  Rounds to less than $1.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


49



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory RS
International
Fund
  Victory RS
Global Fund
 

Investment Income:

 

Dividends

 

$

9,106,884

   

$

2,627,515

   

Non-cash dividends

   

709,031

     

   

Interest

   

31,207

     

11,569

   

Securities lending (net of fees)

   

48,673

     

11,820

   

Foreign tax withholding

   

(977,482

)

   

(152,673

)

 

Total Income

   

8,918,313

     

2,498,231

   

Expenses:

 

Investment advisory fees

   

2,450,489

     

1,013,702

   

Administration fees

   

186,254

     

76,884

   

Sub-Administration fees

   

14,132

     

14,132

   

12b-1 fees — Class A Shares

   

55,130

     

93,292

   

12b-1 fees — Class C Shares

   

13,187

     

29,672

   

12b-1 fees — Class R Shares

   

11,106

     

18,369

   

Accounting fees

   

29,233

     

10,333

   

Custodian fees

   

53,366

     

38,658

   

Transfer agent fees — Class A Shares

   

44,008

     

59,869

   

Transfer agent fees — Class C Shares

   

2,005

     

3,708

   

Transfer agent fees — Class R Shares

   

4,764

     

4,307

   

Transfer agent fees — Class R6 Shares

   

331

     

238

   

Transfer agent fees — Class Y Shares

   

122,335

     

90,710

   

Trustees' fees

   

23,403

     

9,486

   

Compliance fees

   

2,593

     

1,025

   

Legal and audit fees

   

33,106

     

23,142

   

State registration and filing fees

   

91,105

     

80,424

   

Interfund lending fees

   

23

     

32

   

Other expenses

   

39,681

     

22,507

   

Total Expenses

   

3,176,251

     

1,590,490

   

Expenses waived/reimbursed by Adviser

   

(491,864

)

   

(690,062

)

 

Net Expenses

   

2,684,387

     

900,428

   

Net Investment Income (Loss)

   

6,233,926

     

1,597,803

   

Realized/Unrealized Gains (Losses) from Investments:

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

(8,724,622

)

   

(1,384,009

)

 

Foreign taxes on realized gains

   

     

(9,838

)

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

28,956,558

     

29,611,926

   

Net change in accrued foreign taxes on unrealized gains

   

     

(18,369

)

 

Net realized/unrealized gains (losses) on investments

   

20,231,936

     

28,199,710

   

Change in net assets resulting from operations

 

$

26,465,862

   

$

29,797,513

   

See notes to financial statements.


50



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory Sophus
Emerging
Markets Fund
  Victory Sophus
Emerging
Markets Small
Cap Fund
 

Investment Income:

 

Dividends

 

$

7,255,576

   

$

114,736

   

Interest

   

9,668

     

309

   

Securities lending (net of fees)

   

20,582

     

861

   

Foreign tax withholding

   

(835,463

)

   

(13,486

)

 

Total Income

   

6,450,363

     

102,420

   

Expenses:

 

Investment advisory fees

   

3,581,765

     

55,117

   

Administration fees

   

217,411

     

2,684

   

Sub-Administration fees

   

14,132

     

14,132

   

12b-1 fees — Class A Shares

   

130,095

     

713

   

12b-1 fees — Class C Shares

   

35,127

     

981

   

12b-1 fees — Class R Shares

   

59,592

     

   

Accounting fees

   

25,220

     

17,061

   

Custodian fees

   

244,309

     

54,801

   

Transfer agent fees — Class A Shares

   

86,097

     

587

   

Transfer agent fees — Class C Shares

   

4,771

     

240

   

Transfer agent fees — Class R Shares

   

19,282

     

   

Transfer agent fees — Class R6 Shares

   

1,744

     

   

Transfer agent fees — Class Y Shares

   

232,907

     

514

   

Trustees' fees

   

29,301

     

1,847

   

Compliance fees

   

3,088

     

39

   

Legal and audit fees

   

53,208

     

24,889

   

State registration and filing fees

   

87,039

     

44,399

   

Line of credit fees

   

     

(a)

 

Interfund lending fees

   

572

     

   

Other expenses

   

79,890

     

8,642

   

Total Expenses

   

4,905,550

     

226,646

   

Expenses waived/reimbursed by Adviser

   

(1,137,721

)

   

(158,858

)

 

Net Expenses

   

3,767,829

     

67,788

   

Net Investment Income (Loss)

   

2,682,534

     

34,632

   

Realized/Unrealized Gains (Losses) from Investments:

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

(8,580,529

)

   

(147,646

)

 

Foreign tax (paid) refunds on realized gains

   

(33,003

)

   

6,357

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

61,176,294

     

257,520

   

Net change in accrued foreign taxes on unrealized gains

   

(221,455

)

   

2,277

   

Net realized/unrealized gains (losses) on investments

   

52,341,307

     

118,508

   

Change in net assets resulting from operations

 

$

55,023,841

   

$

153,140

   

(a)  Amount is less than $1.

See notes to financial statements.


51



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

6,233,926

   

$

1,446,540

   

$

1,597,803

   

$

998,312

   
Net realized gains (losses) from
investments
   

(8,724,622

)

   

(113,975

)

   

(1,393,847

)

   

(626,741

)

 
Net change in unrealized
appreciation/depreciation
on investments
   

28,956,558

     

19,916,509

     

29,593,557

     

13,988,831

   
Change in net assets resulting
from operations
   

26,465,862

     

21,249,074

     

29,797,513

     

14,360,402

   

Distributions to Shareholders:

 

Class A Shares

   

(274,567

)

   

(14,432

)

   

(331,988

)

   

(298,099

)

 

Class C Shares

   

(10,582

)

   

(963

)

   

(1,968

)

   

(18,415

)

 

Class R Shares

   

(18,299

)

   

(1,332

)

   

(15,302

)

   

(18,008

)

 

Class R6 Shares (a)

   

(4,128,368

)

   

(400,310

)

   

(385,647

)

   

(1,870

)

 

Class Y Shares

   

(1,376,768

)

   

(155,010

)

   

(921,568

)

   

(719,354

)

 
Change in net assets resulting from
distributions to shareholders
   

(5,808,584

)

   

(572,047

)

   

(1,656,473

)

   

(1,055,746

)

 
Change in net assets resulting from
capital transactions
   

80,166,899

     

235,953,255

     

107,968,352

     

35,779,871

   

Change in net assets

   

100,824,177

     

256,630,282

     

136,109,392

     

49,084,527

   

Net Assets:

 

Beginning of period

   

280,813,215

     

24,182,933

     

84,601,688

     

35,517,161

   

End of period

 

$

381,637,392

   

$

280,813,215

   

$

220,711,080

   

$

84,601,688

   

(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.


52



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

5,891,859

   

$

6,373,842

   

$

27,939,328

   

$

20,850,831

   

Distributions reinvested

   

269,013

     

14,244

     

331,945

     

297,840

   

Cost of shares redeemed

   

(6,074,845

)

   

(3,048,817

)

   

(9,924,361

)

   

(2,936,045

)

 

Total Class A Shares

 

$

86,027

   

$

3,339,269

   

$

18,346,912

   

$

18,212,626

   

Class C Shares

 

Proceeds from shares issued

 

$

214,019

   

$

819,811

   

$

1,659,100

   

$

795,903

   

Distributions reinvested

   

10,582

     

960

     

1,968

     

17,374

   

Cost of shares redeemed

   

(487,454

)

   

(247,174

)

   

(1,700,108

)

   

(737,389

)

 

Total Class C Shares

 

$

(262,853

)

 

$

573,597

   

$

(39,040

)

 

$

75,888

   

Class R Shares

 

Proceeds from shares issued

 

$

518,709

   

$

927,579

   

$

1,990,563

   

$

771,536

   

Distributions reinvested

   

18,299

     

1,332

     

15,299

     

18,002

   

Cost of shares redeemed

   

(1,230,005

)

   

(477,688

)

   

(602,183

)

   

(869,410

)

 

Total Class R Shares

 

$

(692,997

)

 

$

451,223

   

$

1,403,679

   

$

(79,872

)

 

Class R6 Shares (a)

 

Proceeds from shares issued

 

$

73,968,309

   

$

173,919,837

   

$

41,962,795

   

$

116,672

   

Distributions reinvested

   

4,107,091

     

397,374

     

385,647

     

1,870

   

Cost of shares redeemed

   

(19,424,029

)

   

(6,233,457

)

   

(752,758

)

   

   

Total Class R6 Shares

 

$

58,651,371

   

$

168,083,754

   

$

41,595,684

   

$

118,542

   

Class Y Shares

 

Proceeds from shares issued

 

$

71,266,377

   

$

67,946,711

   

$

68,083,654

   

$

28,548,290

   

Distributions reinvested

   

1,374,919

     

154,814

     

915,332

     

711,835

   

Cost of shares redeemed

   

(50,255,945

)

   

(4,596,113

)

   

(22,337,869

)

   

(11,807,438

)

 

Total Class Y Shares

 

$

22,385,351

   

$

63,505,412

   

$

46,661,117

   

$

17,452,687

   
Change in net assets resulting from
capital transactions
 

$

80,166,899

   

$

235,953,255

   

$

107,968,352

   

$

35,779,871

   

(continues on next page)

See notes to financial statements.


53



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory
RS International Fund
 

Victory RS Global Fund

 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

520,901

     

523,906

     

1,818,428

     

1,487,189

   

Reinvested

   

20,398

     

1,104

     

19,660

     

20,145

   

Redeemed

   

(510,652

)

   

(253,679

)

   

(662,112

)

   

(220,393

)

 

Total Class A Shares

   

30,647

     

271,331

     

1,175,976

     

1,286,941

   

Class C Shares

 

Issued

   

24,911

     

95,902

     

114,694

     

59,708

   

Reinvested

   

1,110

     

103

     

120

     

1,215

   

Redeemed

   

(56,413

)

   

(28,453

)

   

(121,250

)

   

(56,283

)

 

Total Class C Shares

   

(30,392

)

   

67,552

     

(6,436

)

   

4,640

   

Class R Shares

 

Issued

   

47,273

     

83,638

     

112,039

     

45,802

   

Reinvested

   

1,485

     

111

     

725

     

976

   

Redeemed

   

(109,795

)

   

(43,472

)

   

(33,773

)

   

(52,905

)

 

Total Class R Shares

   

(61,037

)

   

40,277

     

78,991

     

(6,127

)

 

Class R6 Shares (a)

 

Issued

   

7,441,337

     

17,284,970

     

3,654,266

     

10,988

   

Reinvested

   

377,160

     

37,199

     

30,626

     

170

   

Redeemed

   

(1,925,957

)

   

(621,824

)

   

(62,426

)

   

   

Total Class R6 Shares

   

5,892,540

     

16,700,345

     

3,622,466

     

11,158

   

Class Y Shares

 

Issued

   

6,057,992

     

5,719,982

     

4,700,411

     

2,167,090

   

Reinvested

   

105,805

     

12,169

     

54,670

     

48,603

   

Redeemed

   

(4,344,365

)

   

(387,903

)

   

(1,611,862

)

   

(884,579

)

 

Total Class Y Shares

   

1,819,432

     

5,344,248

     

3,143,219

     

1,331,114

   

Change in Shares

   

7,651,190

     

22,423,753

     

8,014,216

     

2,627,726

   

(a)  Victory RS International Fund and Victory RS Global Fund Class R6 Shares commenced operations on May 2, 2019.

See notes to financial statements.


54



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory Sophus
Emerging Markets Fund
  Victory Sophus Emerging
Markets Small Cap Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

2,682,534

   

$

8,164,402

   

$

34,632

   

$

61,545

   
Net realized gains (losses) from
investments
   

(8,613,532

)

   

(6,776,933

)

   

(141,289

)

   

118,618

   
Net change in unrealized
appreciation/depreciation
on investments
   

60,954,839

     

72,555,651

     

259,797

     

785,941

   
Change in net assets resulting
from operations
   

55,023,841

     

73,943,120

     

153,140

     

966,104

   

Distributions to Shareholders:

 

Class A Shares

   

(535,962

)

   

(277,823

)

   

(1,226

)

   

(2,782

)

 

Class C Shares

   

(13,061

)

   

     

     

(314

)

 

Class R Shares

   

(104,197

)

   

(39,217

)

   

     

   

Class R6 Shares

   

(1,356,685

)

   

(562,165

)

   

     

   

Class Y Shares

   

(3,274,466

)

   

(1,923,302

)

   

(31,403

)

   

(56,360

)

 
Change in net assets resulting from
distributions to shareholders
   

(5,284,371

)

   

(2,802,507

)

   

(32,629

)

   

(59,456

)

 
Change in net assets resulting from
capital transactions
   

13,691,046

     

51,599,325

     

(1,352,607

)

   

72,811

   

Change in net assets

   

63,430,516

     

122,739,938

     

(1,232,096

)

   

979,459

   

Net Assets:

 

Beginning of period

   

409,568,743

     

286,828,805

     

5,315,339

     

4,335,880

   

End of period

 

$

472,999,259

   

$

409,568,743

   

$

4,083,243

   

$

5,315,339

   

(continues on next page)

See notes to financial statements.


55



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

6,957,366

   

$

9,482,029

   

$

7,780

   

$

32,131

   

Distributions reinvested

   

522,611

     

271,641

     

1,226

     

2,782

   

Cost of shares redeemed

   

(16,658,257

)

   

(16,188,808

)

   

(147,652

)

   

(93,194

)

 

Total Class A Shares

 

$

(9,178,280

)

 

$

(6,435,138

)

 

$

(138,646

)

 

$

(58,281

)

 

Class C Shares

 

Proceeds from shares issued

 

$

127,024

   

$

530,542

   

$

   

$

18,900

   

Distributions reinvested

   

13,061

     

     

     

314

   

Cost of shares redeemed

   

(2,713,128

)

   

(6,342,404

)

   

(51,798

)

   

(16,359

)

 

Total Class C Shares

 

$

(2,573,043

)

 

$

(5,811,862

)

 

$

(51,798

)

 

$

2,855

   

Class R Shares

 

Proceeds from shares issued

 

$

1,471,645

   

$

1,606,429

   

$

   

$

   

Distributions reinvested

   

104,042

     

39,076

     

     

   

Cost of shares redeemed

   

(3,568,641

)

   

(3,009,268

)

   

     

   

Total Class R Shares

 

$

(1,992,954

)

 

$

(1,363,763

)

 

$

   

$

   

Class R6 Shares

 

Proceeds from shares issued

 

$

46,226,922

   

$

44,467,648

   

$

   

$

   

Distributions reinvested

   

1,298,132

     

562,165

     

     

   

Cost of shares redeemed

   

(19,463,001

)

   

(12,538,852

)

   

     

   

Total Class R6 Shares

 

$

28,062,053

   

$

32,490,961

   

$

   

$

   

Class Y Shares

 

Proceeds from shares issued

 

$

107,294,571

   

$

111,480,099

   

$

1,579,841

   

$

944,047

   

Distributions reinvested

   

3,263,776

     

1,893,634

     

31,403

     

56,360

   

Cost of shares redeemed

   

(111,185,077

)

   

(80,654,606

)

   

(2,773,407

)

   

(872,170

)

 

Total Class Y Shares

 

$

(626,730

)

 

$

32,719,127

   

$

(1,162,163

)

 

$

128,237

   
Change in net assets resulting from
capital transactions
 

$

13,691,046

   

$

51,599,325

   

$

(1,352,607

)

 

$

72,811

   

(continues on next page)

See notes to financial statements.


56



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

341,798

     

497,792

     

1,617

     

4,925

   

Reinvested

   

22,091

     

12,862

     

162

     

384

   

Redeemed

   

(843,984

)

   

(849,774

)

   

(19,778

)

   

(14,442

)

 

Total Class A Shares

   

(480,095

)

   

(339,120

)

   

(17,999

)

   

(9,133

)

 

Class C Shares

 

Issued

   

7,996

     

37,273

     

     

3,242

   

Reinvested

   

742

     

     

     

48

   

Redeemed

   

(194,273

)

   

(450,593

)

   

(8,954

)

   

(2,616

)

 

Total Class C Shares

   

(185,535

)

   

(413,320

)

   

(8,954

)

   

674

   

Class R Shares

 

Issued

   

80,371

     

89,819

     

     

   

Reinvested

   

4,697

     

1,974

     

     

   

Redeemed

   

(189,786

)

   

(166,112

)

   

     

   

Total Class R Shares

   

(104,718

)

   

(74,319

)

   

     

   

Class R6 Shares

 

Issued

   

2,177,920

     

2,305,144

     

     

   

Reinvested

   

54,021

     

26,252

     

     

   

Redeemed

   

(954,262

)

   

(654,118

)

   

     

   

Total Class R6 Shares

   

1,277,679

     

1,677,278

     

     

   

Class Y Shares

 

Issued

   

5,108,144

     

5,878,564

     

221,024

     

142,497

   

Reinvested

   

137,133

     

89,198

     

4,170

     

7,798

   

Redeemed

   

(5,852,490

)

   

(4,237,322

)

   

(416,509

)

   

(129,332

)

 

Total Class Y Shares

   

(607,213

)

   

1,730,440

     

(191,315

)

   

20,963

   

Change in Shares

   

(99,882

)

   

2,580,959

     

(218,268

)

   

12,504

   

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
  Total
Distributions
 

Victory RS International Fund

 

Class A

 
Year Ended
12/31/20
 

$

12.93

     

0.21

     

0.51

     

0.72

     

(0.13

)

   

(0.03

)

   

(0.16

)

 
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

)

 

Class C

 
Year Ended
12/31/20
 

$

9.36

     

0.10

     

0.34

     

0.44

     

(0.05

)

   

(0.03

)

   

(0.08

)

 
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

)

 

Class R

 
Year Ended
12/31/20
 

$

12.07

     

0.18

     

0.45

     

0.63

     

(0.09

)

   

(0.03

)

   

(0.12

)

 
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

)

 

Class R6

 
Year Ended
12/31/20
 

$

10.70

     

0.20

     

0.43

     

0.63

     

(0.16

)

   

(0.03

)

   

(0.19

)

 
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
12/31/20
 

$

12.74

     

0.25

     

0.49

     

0.74

     

(0.16

)

   

(0.03

)

   

(0.19

)

 
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

)

 

(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.


58



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
12/31/20
   

   

$

13.49

     

5.55

%

   

1.13

%

   

1.79

%

   

1.47

%

 

$

24,010

     

52

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

   

$

9.72

     

4.76

%

   

1.88

%

   

1.14

%

   

3.07

%

 

$

1,241

     

52

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

   

$

12.58

     

5.21

%

   

1.38

%

   

1.60

%

   

2.24

%

 

$

1,998

     

52

%

 
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

%

 

Class R6

 
Year Ended
12/31/20
   

   

$

11.14

     

5.90

%

   

0.83

%

   

2.03

%

   

0.93

%

 

$

251,586

     

52

%

 
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
12/31/20
   

   

$

13.29

     

5.80

%

   

0.88

%

   

2.11

%

   

1.09

%

 

$

102,803

     

52

%

 
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

%

 

(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.


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
  Return of
Capital
 

Victory RS Global Fund

 

Class A

 
Year Ended
12/31/20
 

$

14.86

     

0.18

     

2.35

     

2.53

     

(0.11

)

   

(0.01

)

   

   
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

)

   

   

Class C

 
Year Ended
12/31/20
 

$

14.38

     

0.07

     

2.24

     

2.31

     

(e)

   

(0.01

)

   

   
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

)

   

   

Class R

 
Year Ended
12/31/20
 

$

18.55

     

0.18

     

2.92

     

3.10

     

(0.07

)

   

(0.01

)

   

   
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

)

   

   

Class R6

 
Year Ended
12/31/20
 

$

11.07

     

0.08

     

1.83

     

1.91

     

(0.10

)

   

(0.01

)

   

   
5/2/19(g)
through
12/31/19
 

$

10.00

     

0.13

     

1.12

     

1.25

     

(0.17

)

   

(0.01

)

   

   

Class Y

 
Year Ended
12/31/20
 

$

14.72

     

0.20

     

2.34

     

2.54

     

(0.13

)

   

(0.01

)

   

   
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

)

   

   

(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

 
   
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
12/31/20
   

(0.12

)

 

$

17.27

     

17.00

%

   

0.85

%

   

1.22

%

   

1.40

%

 

$

51,066

     

71

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

(0.01

)

 

$

16.68

     

16.06

%

   

1.60

%

   

0.48

%

   

2.53

%

 

$

3,491

     

71

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

(0.08

)

 

$

21.57

     

16.70

%

   

1.10

%

   

0.98

%

   

1.93

%

 

$

4,454

     

71

%

 
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

%(f)

   

1.68

%

   

0.74

%

   

1.81

%

 

$

9,213

     

184

%

 

Class R6

 
Year Ended
12/31/20
   

(0.11

)

 

$

12.87

     

17.27

%

   

0.55

%

   

0.64

%

   

1.16

%

 

$

46,776

     

71

%

 
5/2/19(g)
through
12/31/19
   

(0.18

)

 

$

11.07

     

12.47

%

   

0.55

%

   

1.85

%

   

28.85

%

 

$

124

     

46

%

 

Class Y

 
Year Ended
12/31/20
   

(0.14

)

 

$

17.12

     

17.27

%

   

0.60

%

   

1.38

%

   

1.10

%

 

$

114,925

     

71

%

 
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

%

 

(e)  Amount is less than $0.005.

(f)  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.

(g)  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
  Total
Distributions
 

Victory Sophus Emerging Markets Fund

 

Class A

 
Year Ended
12/31/20
 

$

21.37

     

0.10

     

3.45

     

3.55

     

(0.22

)

   

     

(0.22

)

 
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

)

 

Class C

 
Year Ended
12/31/20
 

$

15.94

     

(0.07

)

   

2.58

     

2.51

     

(0.07

)

   

     

(0.07

)

 
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

)

 

Class R

 
Year Ended
12/31/20
 

$

20.03

     

0.05

     

3.23

     

3.28

     

(0.18

)

   

     

(0.18

)

 
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

)

 

Class R6

 
Year Ended
12/31/20
 

$

21.68

     

0.20

     

3.52

     

3.72

     

(0.30

)

   

     

(0.30

)

 
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
12/31/20
 

$

21.48

     

0.16

     

3.50

     

3.66

     

(0.29

)

   

     

(0.29

)

 
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

)

 

(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.


62



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
12/31/20
   

   

$

24.70

     

16.73

%

   

1.34

%

   

0.47

%

   

1.64

%

 

$

60,206

     

109

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

   

$

18.38

     

15.79

%

   

2.14

%

   

(0.45

)%

   

2.69

%

 

$

3,261

     

109

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

   

$

23.13

     

16.46

%

   

1.58

%

   

0.25

%

   

1.95

%

 

$

13,531

     

109

%

 
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

%

 

Class R6

 
Year Ended
12/31/20
   

   

$

25.10

     

17.28

%

   

0.89

%

   

0.95

%

   

1.21

%

 

$

115,637

     

109

%

 
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
12/31/20
   

   

$

24.85

     

17.10

%

   

0.99

%

   

0.79

%

   

1.31

%

 

$

280,364

     

109

%

 
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

%

 

(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.


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
Investment
Income
  Net Realized
Gains from
Investments
 

Victory Sophus Emerging Markets Small Cap Fund

 

Class A

 

Year Ended 12/31/20

 

$

7.32

     

0.03

     

0.71

     

0.74

     

(0.03

)

   

   

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

     

     

   

Class C

 

Year Ended 12/31/20

 

$

6.66

     

(0.01

)

   

0.62

     

0.61

     

     

   

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

)

   

     

   

Class Y

 

Year Ended 12/31/20

 

$

7.29

     

0.05

     

0.71

     

0.76

     

(0.06

)

   

   

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

)

   

   

(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.


64



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 12/31/20

   

(0.03

)

 

$

8.03

     

10.27

%

   

1.75

%

   

0.49

%

   

9.12

%

 

$

224

     

149

%

 

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

%

 

Class C

 

Year Ended 12/31/20

   

   

$

7.27

     

9.32

%

   

2.50

%

   

(0.23

)%

   

18.25

%

 

$

88

     

149

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

(0.06

)

 

$

7.99

     

10.61

%

   

1.50

%

   

0.83

%

   

4.54

%

 

$

3,772

     

149

%

 

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

%

 

See notes to financial statements.


65



Victory Portfolios

  Notes to Financial Statements
December 31, 2020
 

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 Markets Fund
  
  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
  
 

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 Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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.)


66



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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

Investments in open-end investment companies are valued at net asset value. These 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. These valuations are considered as Level 2 in the fair value hierarchy.

A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments.

   

Level 1

 

Level 2

 

Level 3

 

Total

 

RS International Fund

 

Common Stocks

 

$

   

$

364,810,064

   

$

   

$

364,810,064

   

Exchange-Traded Funds

   

5,552,986

     

     

     

5,552,986

   

Collateral for Securities Loaned

   

4,558,013

     

     

     

4,558,013

   

Total

 

$

10,110,999

   

$

364,810,064

   

$

   

$

374,921,063

   

RS Global Fund

 

Common Stocks

 

$

126,423,271

   

$

88,335,121

   

$

   

$

214,758,392

   

Exchange-Traded Funds

   

650,372

     

     

     

650,372

   

Collateral for Securities Loaned

   

5,216,276

     

     

     

5,216,276

   

Total

 

$

132,289,919

   

$

88,335,121

   

$

   

$

220,625,040

   

Sophus Emerging Markets Fund

 

Common Stocks

 

$

80,250,801

   

$

387,943,235

   

$

   

$

468,194,036

   

Collateral for Securities Loaned

   

4,685,980

     

     

     

4,685,980

   

Total

 

$

84,936,781

   

$

387,943,235

   

$

   

$

472,880,016

   

Sophus Emerging Markets Small Cap Fund

 

Common Stocks

 

$

338,620

   

$

3,921,579

   

$

   

$

4,260,199

   

Rights

   

     

2,237

     

     

2,237

   

Total

 

$

338,620

   

$

3,923,816

   

$

   

$

4,262,436

   


67



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

    Sophus Emerging
Markets Small Cap
Fund
 

Balance as of December 31, 2019

 

$

33,999

   

Accrued Discount (Premium)

   

   

Realized Gain (Loss)

   

(11,243

)

 
Change in Unrealized Appreciation (Depreciation)    

8,734

   

Purchases

   

   
Sales Proceeds    

(31,490

)

 

Transfers into Level 3

   

   

Transfers out of Level 3

   

   

Balance as of December 31, 2020

 

$

   

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 Companies:

Exchange-Traded Funds:

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

Open-End Funds:

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

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


68



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. 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. As of December 31, 2020, 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. Gains or losses realized on sales of securities are recorded on the identified cost basis.

Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the 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 on the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on 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, 2020. 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.


69



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
    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

 

$

4,295,333

   

$

4,295,333

   

$

   

$

   

$

   

$

   

RS Global Fund

   

4,934,538

     

4,934,538

     

     

     

     

   

Sophus Emerging Markets Fund

   

4,513,824

     

4,513,824

     

     

     

     

   

*  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 on 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.

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., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to 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 fees and 12b-1 fees), and realized and unrealized gains or losses on investments are


70



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.

3. Purchases and Sales of Securities:

Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2020, were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
 

RS International Fund

 

$

233,988,127

   

$

155,783,405

   

RS Global Fund

   

192,920,129

     

88,858,738

   

Sophus Emerging Markets Fund

   

398,504,550

     

386,097,174

   

Sophus Emerging Markets Small Cap Fund

   

6,355,763

     

7,436,254

   

For the year ended December 31, 2020, 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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statements of Operations as Investment advisory fees.

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 the 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Sub-Administration fees.

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Custodian fees.


71



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Transfer agent fees.

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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Compliance fees.

Sidley Austin LLP provides legal services to the Trust.

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as 12b-1 fees.

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 year ended December 31, 2020, the Distributor received approximately $8,345 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, 2020, the expense limits (excluding voluntary waivers) are as follows:

   

In effect until April 30, 2021

 
    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

%

   

0.88

%

 

RS Global Fund

   

0.85

%

   

1.60

%

   

1.10

%

   

0.55

%

   

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

%

 

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.


72



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.

    Expires
December 30,
2021
  Expires
December 30,
2022
  Expires
December 31,
2023
 

Total

 

RS International Fund

 

$

152,046

   

$

266,869

   

$

491,864

   

$

910,779

   

RS Global Fund

   

205,996

     

359,812

     

690,062

     

1,255,870

   

Sophus Emerging Markets Fund

   

879,454

     

1,124,230

     

1,137,721

     

3,141,405

   

Sophus Emerging Markets Small Cap Fund

   

143,951

     

151,458

     

158,858

     

454,267

   

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, 2020.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.

5. Risks:

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

Equity Risk — 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.

Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.

Emerging Markets Risk — The risks related to investing in foreign securities are generally greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. The risks of investing in emerging markets include the risks of illiquidity, increased price volatility, smaller market capitalizations, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, substantial economic and political disruptions and the nationalization of foreign deposits or assets.

Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts


73



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2020, the Victory Funds Complex and the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex 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. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is presented on the Statements 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, 2020, were as follows:

    Amount
Outstanding at
December 31, 2020
  Average
Borrowing*
  Days
Borrowings
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During
the Period
 
Sophus Emerging Markets
Small Cap Fund
 

$

   

$

1,116,667

     

6

     

1.27

%

 

$

1,700,000

   

*  For the year ended December 31, 2020, 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 money to and borrow money from any other Victory Fund, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to each Fund during the period, if applicable, is presented on the Statements of Operations under Interest expense on interfund lending. As a Lender, interest earned by each Fund during the period, if applicable, is presented on the Statements of Operations under Interfund lending income.


74



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2020, were as follows:

    Borrower or
Lender
  Amount
Outstanding at
December 31,
2020
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 
RS International
Fund
 

Borrower

 

$

   

$

1,386,000

     

1

     

0.61

%

 

$

1,386,000

   

RS Global Fund

 

Borrower

   

     

1,001,000

     

1

     

1.18

%

   

1,001,000

   
Sophus Emerging
Markets Fund
 

Borrower

   

     

4,152,714

     

7

     

0.83

%

   

5,431,000

   

*  For the year ended December 31, 2020, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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, 2020, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

    Total
Accumulated
Earnings/(Loss)
  Capital  

Sophus Emerging Markets Small Cap Fund

 

$

4

   

$

(4

)

 

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, 2020

 
   

Distributions Paid From:

 

 
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS International Fund

 

$

4,899,261

   

$

909,323

   

$

5,808,584

   

RS Global Fund

   

1,560,318

     

96,155

     

1,656,473

   

Sophus Emerging Markets Fund

   

5,284,371

     

     

5,284,371

   

Sophus Emerging Markets Small Cap Fund

   

32,629

     

     

32,629

   


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Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
   

Year Ended December 31, 2019

 
   

Distributions paid from

     
    Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS International Fund

 

$

422,976

   

$

149,071

   

$

572,047

   

RS Global Fund

   

997,875

     

57,871

     

1,055,746

   

Sophus Emerging Markets Fund

   

2,802,507

     

     

2,802,507

   
Sophus Emerging Markets Small
Cap Fund
   

48,442

     

11,014

     

59,456

   

As of December 31, 2020, the components of accumulated earnings/(loss) 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
(Loss)
 

RS International Fund

 

$

3,354,617

   

$

   

$

3,354,617

   

$

(2,778,208

)

 

$

40,922,774

   

$

41,499,183

   
RS Global Fund    

609,060

     

381,069

     

990,129

     

     

44,551,380

     

45,541,509

   
Sophus Emerging
Markets Fund
   

2,707,364

     

     

2,707,364

     

(26,270,363

)

   

124,516,040

     

100,953,041

   
Sophus Emerging Markets
Small Cap Fund
   

12,712

     

     

12,712

     

(175,951

)

   

813,652

     

650,413

   

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

As of the tax year ended December 31, 2020, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the table below, which are not subject to expiration.

    Short-Term
Amount
  Long-Term
Amount
 

Total

 

RS International Fund

 

$

2,778,208

   

$

   

$

2,778,208

   

Sophus Emerging Markets Fund

   

26,270,363

     

     

26,270,363

   

Sophus Emerging Markets Small Cap Fund

   

127,143

     

48,808

     

175,951

   

As of December 31, 2020, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:

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

RS International Fund

 

$

334,031,617

   

$

55,584,325

   

$

(14,694,879

)

 

$

40,889,446

   

RS Global Fund

   

176,034,288

     

48,645,210

     

(4,054,458

)

   

44,590,752

   

Sophus Emerging Markets Fund

   

347,961,317

     

133,063,185

     

(8,144,486

)

   

124,918,699

   
Sophus Emerging Markets Small
Cap Fund
   

3,448,792

     

903,327

     

(89,683

)

   

813,644

   


76



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds. Shareholders of record may hold Fund shares for the benefit of their customers.

   

Shareholder

 

Percent

 

RS International Fund

 

Gerlach Company

   

64.9

%

 

Sophus Emerging Markets Fund

 

National Financial Services

   

32.1

%

 

Sophus Emerging Markets Small Cap Fund

 

Gerlach Company

   

53.4

%

 

Sophus Emerging Markets Small Cap Fund

 

Acuitas Emerging Markets Small Cap LP

   

27.6

%

 


77



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, 2020, the related statements of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period 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, 2020, the results of their operations for the year then ended and the changes in their net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 26, 2019, expressed an unqualified opinion on those 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 23, 2021


78



Victory Portfolios

  Supplemental Information
December 31, 2020
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, 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, 8 portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth

  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, Born October 1951

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, Born April 1947

 

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).

 

E. Lee Beard,* Born August 1951

 

Trustee

 

May 2005

 

Retired (since 2015)

 

None.

 

Dennis M. Bushe, Born January 1944

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


79



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Date
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
John L. Kelly,
Born April 1953
 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, (January 2016-April 2016) and Managing Partner (August 2014-January 2016) Endgate Commodities LLC.

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer,* Born April 1957

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, Born May 1961

 

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, Born December 1944

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown,** Born May 1972

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.

 

Trustee, USAA Mutual Funds Trust.

 

*  The Board has designated Ms. Beard and Mr. Meyer 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.


80



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, 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 Date of Birth

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, Born February 1962

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser; Chief Operations Officer, Victory Capital Services, Inc. (since 2020).

 

Scott A. Stahorsky, Born July 1969

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser.

 

Erin G. Wagner, Born February 1974

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, Born March 1965

 

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, Born March 1984

 

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 Services, Inc. (since 2018).

 

Colin Kinney, Born October 1973

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 
Chuck Booth,
Born April 1960
 

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, Born January 1954

 

Assistant Secretary

 

December 1997

 

Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); 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.


81



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (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 December 31 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. Forms N-PORT are available on the SEC's web site 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, 2020, through December 31, 2020.

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
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS International Fund

 

Class A Shares

 

$

1,000.00

   

$

1,181.60

   

$

1,019.46

   

$

6.20

   

$

5.74

     

1.13

%

 

Class C Shares

   

1,000.00

     

1,177.10

     

1,015.69

     

10.29

     

9.53

     

1.88

%

 

Class R Shares

   

1,000.00

     

1,179.10

     

1,018.20

     

7.56

     

7.00

     

1.38

%

 

Class R6 Shares

   

1,000.00

     

1,182.80

     

1,020.96

     

4.55

     

4.22

     

0.83

%

 

Class Y Shares

   

1,000.00

     

1,182.30

     

1,020.71

     

4.83

     

4.47

     

0.88

%

 


82



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

    Beginning
Account
Value
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS Global Fund

 

Class A Shares

 

$

1,000.00

   

$

1,221.00

   

$

1,020.86

   

$

4.75

   

$

4.32

     

0.85

%

 

Class C Shares

   

1,000.00

     

1,216.50

     

1,017.09

     

8.91

     

8.11

     

1.60

%

 

Class R Shares

   

1,000.00

     

1,219.60

     

1,019.61

     

6.14

     

5.58

     

1.10

%

 

Class R6 Shares

   

1,000.00

     

1,222.40

     

1,022.37

     

3.07

     

2.80

     

0.55

%

 

Class Y Shares

   

1,000.00

     

1,222.60

     

1,022.12

     

3.35

     

3.05

     

0.60

%

 

Sophus Emerging Markets Fund

 

Class A Shares

   

1,000.00

     

1,315.00

     

1,018.40

     

7.80

     

6.80

     

1.34

%

 

Class C Shares

   

1,000.00

     

1,309.90

     

1,014.38

     

12.43

     

10.84

     

2.14

%

 

Class R Shares

   

1,000.00

     

1,313.60

     

1,017.19

     

9.19

     

8.01

     

1.58

%

 

Class R6 Shares

   

1,000.00

     

1,318.20

     

1,020.66

     

5.19

     

4.52

     

0.89

%

 

Class Y Shares

   

1,000.00

     

1,317.60

     

1,020.16

     

5.77

     

5.03

     

0.99

%

 

Sophus Emerging Markets Small Cap Fund

 

Class A Shares

   

1,000.00

     

1,289.70

     

1,016.34

     

10.07

     

8.87

     

1.75

%

 

Class C Shares

   

1,000.00

     

1,284.50

     

1,012.57

     

14.36

     

12.65

     

2.50

%

 

Class Y Shares

   

1,000.00

     

1,292.60

     

1,017.60

     

8.64

     

7.61

     

1.50

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).


83



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Additional Federal Income Tax Information

For the year ended December 31, 2020, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

   

Percent

 

RS International Fund

   

100

%

 

RS Global Fund

   

100

%

 

Sophus Emerging Markets Fund

   

93

%

 

Sophus Emerging Markets Small Cap Fund

   

100

%

 

Dividends qualified for corporate dividends received deductions of:

   

Percent

 
RS Global Fund    

48

%

 

For the year ended December 31, 2020, the following Funds designated long-term capital gain distributions:

   

Amount

 

RS International Fund

 

$

909,323

   

RS Global Fund

   

96,155

   

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, 2020, were as follows:

    Foreign
Source
Income
  Foreign
Tax
Expense
 

RS International Fund

 

$

0.28

   

$

0.03

   

Sophus Emerging Markets Fund

   

0.38

     

0.04

   

Sophus Emerging Markets Small Cap Fund

   

0.21

     

0.01

   


84



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (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 a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Funds and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020 called for the purpose of reviewing the Agreement. 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, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Funds' advisory arrangements by an independent consultant retained through their counsel.

The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.

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;

•  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 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


85



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

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 an 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 also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

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 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, 2020, to that of the median performance of the Fund's 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, 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 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, 2020, to that of the median performance of the Fund's 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, and outperformed 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 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.


86



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Sophus Emerging Markets Fund

The Board compared the Fund's Class A performance for the one-, three- and five-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the one- and five-year periods, underperformed the benchmark index for the three- and ten-year periods, outperformed the peer group median for the one-year period, underperformed the peer group median for the ten-year period, and matched 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 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, 2020, to that of the median performance of the Fund's 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, 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.

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.


87



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 (12/20)



December 31, 2020

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

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Victory Funds' shareholder reports may 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 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 (800-235-8396 for Member Class) 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

   

Managers' Commentary and Investment Overview (Unaudited)

   

5

   

Investment Objective and Portfolio Holdings (Unaudited)

   

22

   

Financial Statements

 

The Victory Value Funds

 

Victory RS Partners Fund

 

Schedule of Portfolio Investments

   

27

   

Statement of Assets and Liabilities

   

39

   

Statement of Operations

   

41

   

Statements of Changes in Net Assets

   

43-45

   

Financial Highlights

   

50-51

   

Victory RS Value Fund

 

Schedule of Portfolio Investments

   

30

   

Statement of Assets and Liabilities

   

39

   

Statement of Operations

   

41

   

Statements of Changes in Net Assets

   

43-45

   

Financial Highlights

   

52-53

   

Victory RS Large Cap Alpha Fund

 

Schedule of Portfolio Investments

   

33

   

Statement of Assets and Liabilities

   

39

   

Statement of Operations

   

41

   

Statements of Changes in Net Assets

   

43-45

   

Financial Highlights

   

54-55

   

Victory RS Investors Fund

 

Schedule of Portfolio Investments

   

36

   

Statement of Assets and Liabilities

   

40

   

Statement of Operations

   

42

   

Statements of Changes in Net Assets

   

46-48

   

Financial Highlights

   

56-57

   

Victory Global Natural Resources Fund

 

Schedule of Portfolio Investments

   

38

   

Statement of Assets and Liabilities

   

40

   

Statement of Operations

   

42

   

Statements of Changes in Net Assets

   

46-48

   

Financial Highlights

   

58-59

   

Notes to Financial Statements

   

60

   
Report of Independent
Registered Public Accounting Firm
   

70

   

Supplemental Information (Unaudited)

   

71

   

Trustee and Officer Information

    71    

Proxy Voting and Portfolio Holdings Information

    74    

Expense Examples

    74    

Additional Federal Income Tax Information

    76    

Advisory Contract Approval

    77

 

Privacy Policy (inside back cover)

     


1



IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call 800-539-3863 (800-235-8396 for Member Class) and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

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

For more specific information, please consult your tax adviser.

The Funds are distributed by Victory Capital Services, 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 (800-235-8396 for Member Class). 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)
800-235-8396 for Member Class

Visit our website at:

www.vcm.com


2



Victory Funds Letter to Shareholders
(Unaudited)

Dear Shareholder,

When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.

The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.

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

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

It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.

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

Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.

While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to


3



remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.

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 (800-235-8396 for Member Class), 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 Value Funds

Victory RS Partners Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, and the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019 — and this despite the unprecedented pandemic. The economy and stocks proved resilient following what was effectively a virtual global economic shutdown in the first quarter. But thanks to the U.S. Federal Reserve (the "Fed") (and central banks worldwide) and the U.S. Congress, the record fiscal stimulus and highly accommodative monetary policies backstopped the markets and renewed risk-taking among investors.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern of the potential impact of the virus in February 2020, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March 2020 en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The Fed subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented shock to the economy, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest-scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed has also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly, and that there would be "haves" and "have-nots" in the aftermath.

Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth quarter was driven by news that effective COVID-19 vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.


5



Victory RS Value Funds

Victory RS Partners Fund (continued)

Managers' Commentary (continued)

How did Victory RS Partners Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 0.46% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell 2000® Value Index (the "Index"), which returned 4.63% during the reporting period.

What strategies did you employ during the reporting period?

The year was characterized by two extremes, a decline in the stock markets through the first quarter as investors concentrated on the negative impact and spread of the pandemic. After bottoming toward the end of March 2020, the Index started to rebound as investors digested the positive influence of fiscal and monetary stimulus. The Fund underperformed the Index primarily by not owning names in specific sectors that rebounded strongly despite having what we would consider to be riskier business models or weaker balance sheets. Overall, we continue to concentrate on businesses that have the potential for long-term value creation while limiting our downside. This may have limited our performance as the Index increased off of its low levels after March of 2020, but we remain confident in providing outperformance over a longer time period. For the Fund, we had positive stock selection in Industrials and Communication Services sectors, which was offset by negative stock selection in the Information Technology, Materials and Consumer Discretionary sectors. For the year, the stocks that provided positive contribution tended to be cyclical and with exposure to an improving economy where we added after the market bottomed in March. Within Industrials, a cyclical sector, Timken, TFI International and Regal Beloit, Inc. were significant positive contributors to performance. The Financials sector provided other names that benefitted the portfolio. PJT Partners benefitted from both restructuring activity caused by the economic slowdown and increased mergers and acquisitions activity as the economy improved, while Stewart Information Services benefited from the increase in housing activity after March. Positions that were impacted by the pandemic detracted from the Fund's performance. Within Industrials, Skywest, a regional airline, experienced large declines in passenger travel while one of our Information Technology sector positions, Euronet, saw its ATM operations negatively affected by dramatically lower tourism in its geographies. Lower-quality companies with riskier balance sheets outperformed the market dramatically since March and caused underperformance in the Consumer Discretionary and Materials sectors. The Fund underperformed the Index in 2020. However, we remain confident in our process and feel it will provide us with the discipline that leads to longer-term outperformance, which will benefit our investors over time.

The range of outcomes for 2021, while more optimistic, rests on the rollout and efficacy of recently approved vaccines to fight COVID-19. Volatility, economic activity, and the level of interest rates will be impacted by the level of success of the vaccines. In addition, the U.S. presidential election has resulted in a shift in power, which provides some uncertainty as to how policy decisions may impact the economy and markets.

Interest rates and mortgage rates continue near historically low levels, inflation is nonexistent, and the economy struggles while we await broad distribution of the vaccines. We remain very watchful of inflation, particularly as a result of the size and speed of the monetary and fiscal response to the pandemic. We continue to carefully monitor the corporate


6



Victory RS Value Funds

Victory RS Partners Fund (continued)

Managers' Commentary (continued)

debt market, but in general, U.S. corporate balance sheets are in better shape with access to low-cost debt. The Fed has stepped in to provide liquidity to support risk assets, but there does remain some concern regarding insolvency for some businesses if the absolute level of economic activity remains weak.

Equity valuations are in the top decile compared to historical levels, in part due to depressed earnings from COVID-19, but also as a result of expansion in the six largest mega-cap stocks in the S&P 500® Index. Excluding the six largest mega-cap stocks, valuations are more reasonable, particularly if compared to the 10-year U.S. Treasury yield. Recovery in aggregate earnings will be tempered, as certain industries such as hospitality, entertainment, banking, and travel will take longer to return to pre-COVID levels. However, equities continue to look attractive when compared to U.S. Treasurys and high-grade corporate bonds after the flight to safety rally during the crisis. We feel the values inherent in the portfolio should attract other investors and acquirers over time.


7



Victory RS Value Funds

Victory RS Partners Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

Class A

 

Class R

 

Class Y

 

Member Class

     

INCEPTION DATE

 

7/12/95

 

10/13/06

 

5/1/07

 

11/3/20

     
    Net Asset
Value
  Maximum
Offering
Price
  Net Asset
Value
  Net Asset
Value
  Net Asset
Value
  Russell
2000®
Value Index1
 

One Year

   

0.46

%

   

–5.31

%

   

0.06

%

   

0.77

%

   

N/A

     

4.63

%

 

Five Year

   

10.35

%

   

9.05

%

   

9.95

%

   

10.71

%

   

N/A

     

9.65

%

 

Ten Year

   

8.21

%

   

7.57

%

   

7.80

%

   

8.56

%

   

N/A

     

8.66

%

 

Since Inception

   

N/A

     

N/A

     

N/A

     

N/A

     

25.22

%

   

N/A

   

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

The maximum offering price (MOP) figures reflect a maximum sales charge of 5.75% for Class A Shares. NAV does not reflect sales charges.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


8



Victory RS Value Funds

Victory RS Value Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, and the S&P 500® Index — the most popular proxy for the overall domestic stock market — delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019 — and this despite the unprecedented pandemic. The economy and stocks proved resilient following what was effectively a virtual global economic shutdown in the first quarter. But thanks to the U.S. Federal Reserve (the "Fed") (and central bankers worldwide) and the U.S. Congress, the record fiscal stimulus and highly accommodative monetary policies backstopped the markets and renewed risk-taking among investors.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 ("severe acute respiratory syndrome coronavirus 2") — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern of the potential impact of the virus in February 2020, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March 2020 en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The Fed subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented shock to the economy, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed has also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors that fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly, and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth quarter was driven by news that effective vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.


9



Victory RS Value Funds

Victory RS Value Fund (continued)

Managers' Commentary (continued)

How did Victory RS Value Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned -2.59% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell Midcap® Value Index (the "Index"), which returned 4.96% during the reporting period.

What strategies did you employ during the reporting period?

This was the first year of underperformance for the Fund since 2016. Relative returns were primarily driven by stock selection in several sectors that lagged the Index performance for the year. In the Financials sector, the decline in economic activity caused by the pandemic resulted in a significant decline in interest rates and increased concerns regarding credit losses. In many cases, we saw valuations fall to levels not seen since the global financial crisis, as sentiment shifted away from the sector. As we were overweight the sector, our relative performance was negatively affected; though as we look forward, we feel quite optimistic about future returns from our positions as the economy reopens in a post-COVID-19 world. In the Materials sector, our performance lagged due to an underweighting in the gold & copper mining area, which performed exceptionally well within the Index due to a market shift in sentiment for these commodity-linked businesses as people gravitated to these commodities for their perceived store of value in a negative "real" interest rate world. Within the Health Care sector, our investments performed well; however, our lack of exposure to the more speculative biotech area caused relative performance to suffer. Somewhat offsetting these negative areas of the portfolio was our performance in Real Estate, which relatively outperformed versus the Index, as our focus on quality balance sheets served us well in a very difficult year for the sector. The Fund underperformed the Index in 2020 though we feel confident in the businesses that we own and are optimistic in our future performance, both absolute and relative, as interest rates normalize from generational lows over the intermediate-term and deflate many of the speculative areas of the market. We believe our consistent focus on investing in quality businesses with good balance sheets and durable cash flows run by good managers will continue to serve us well.

The range of outcomes for 2021, while more optimistic, rests on the rollout and efficacy of recently approved vaccines to fight COVID-19. Volatility, economic activity, and the level of interest rates will be impacted by the level of success of the vaccines. In addition, the U.S. presidential election has resulted in a shift in power, which provides some uncertainty as to how policy decisions may impact the economy and markets.

Interest rates and mortgage rates continue near historically low levels, inflation is nonexistent, and the economy struggles while we await broad distribution of the vaccines. We remain very watchful of inflation, particularly as a result of the size and speed of the monetary and fiscal response to the pandemic. We continue to carefully monitor the corporate debt market, but in general, U.S. corporate balance sheets are in better shape with access to low-cost debt. The Fed has stepped in to provide liquidity to support risk assets, but there does remain some concern regarding insolvency for some businesses if the absolute level of economic activity remains weak.


10



Victory RS Value Funds

Victory RS Value Fund (continued)

Managers' Commentary (continued)

Equity valuations are in the top decile compared to historical levels, in part due to depressed earnings from COVID-19, but also as a result of multiple expansion in the six largest mega-cap stocks in the S&P 500® Index. Excluding the six largest mega-cap stocks, valuations are more reasonable, particularly if compared to the 10-year U.S. Treasury yield. Recovery in aggregate earnings will be tempered, as certain industries such as hospitality, entertainment, banking, and travel will take longer to return to pre-COVID-19 levels. However, equities continue to look attractive when compared to U.S. Treasurys and high-grade corporate bonds after the flight to safety rally during the crisis. In any case, we feel the values inherent in the portfolio should attract other investors and acquirers over time.


11



Victory RS Value Funds

Victory RS Value Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

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

   

–2.59

%

   

–8.18

%

   

–3.35

%

   

–4.30

%

   

–2.95

%

   

–2.37

%

   

4.96

%

 

Five Year

   

8.26

%

   

6.98

%

   

7.42

%

   

7.42

%

   

7.84

%

   

8.51

%

   

9.73

%

 

Ten Year

   

8.06

%

   

7.42

%

   

7.23

%

   

7.23

%

   

7.63

%

   

8.31

%

   

10.49

%

 

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

The maximum offering price (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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


12



Victory RS Value Funds

Victory RS Large Cap Alpha Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, and the S&P 500® Index — the most popular proxy for the overall domestic stock market — delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019 — and this despite the unprecedented pandemic. The economy and stocks proved resilient following what was effectively a virtual global economic shutdown in the first quarter. But thanks to the U.S. Federal Reserve (the "Fed") (and central bankers worldwide) and the U.S. Congress, the record fiscal stimulus and highly accommodative monetary policies backstopped the markets and renewed risk-taking among investors.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 ("severe acute respiratory syndrome coronavirus 2") — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern of the potential impact of the virus in February 2020, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March 2020 en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The Fed subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented shock to the economy, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed has also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second-quarter as fiscal and monetary measures convinced investors that fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly, and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.

Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth- quarter was driven by news that effective vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.


13



Victory RS Value Funds

Victory RS Large Cap Alpha Fund (continued)

Managers' Commentary (continued)

How did Victory RS Large Cap Alpha Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned -1.03% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell 1000® Value Index (the "Index"), which returned 2.80% during the reporting period.

What strategies did you employ during the reporting period?

The Fund underperformed the Index despite strong stock selection in Communication Services and Information Technology. Negative contributors to stock selection were in the Financials and Utilities sectors, as company-specific bets were not rewarded in 2020. However, several of our investments in the Technology and Communication Services sectors paid off in 2020. Euronet Worldwide and Broadridge, Inc. were significant positive contributors to performance. On the communication services side, Facebook, the social media company, as well as Alphabet, the internet search and online media company, performed extremely well. Where we struggled was in a couple of our Financials sector positions; two of our positions, Cincinnati Financial and CBOE Global Markets were negative contributors because of company-specific events. In the end, the Fund missed its objective of outperforming the Index in 2020.

The range of outcomes for 2021, while more optimistic, rests on the rollout and efficacy of recently approved vaccines to fight COVID-19. Volatility, economic activity, and the level of interest rates will be impacted by the level of success of the vaccines. In addition, the U.S. presidential election has resulted in a shift in power, which provides some uncertainty as to how policy decisions may impact the economy and markets.

Interest rates and mortgage rates continue near historically low levels, inflation is nonexistent, and the economy struggles while we await broad distribution of the vaccines. We remain very watchful of inflation, particularly as a result of the size and speed of the monetary and fiscal response to the pandemic. We continue to carefully monitor the corporate debt market, but in general, U.S. corporate balance sheets are in better shape with access to low-cost debt. The Fed has stepped in to provide liquidity to support risk assets, but there does remain some concern regarding insolvency for some businesses if the absolute level of economic activity remains weak.

Equity valuations are in the top decile compared to historical levels, in part due to depressed earnings from COVID-19, but also as a result of multiple expansion in the six largest mega-cap stocks in the S&P 500® Index. Excluding the six largest mega-cap stocks, valuations are more reasonable, particularly if compared to the 10-year U.S. Treasury yield. Recovery in aggregate earnings will be tempered, as certain industries such as hospitality, entertainment, banking, and travel will take longer to return to pre-COVID levels. However, equities continue to look attractive when compared to U.S. Treasurys and high-grade corporate bonds after the flight to safety rally during the crisis. We feel the values inherent in the portfolio should attract other investors and acquirers over time.


14



Victory RS Value Funds

Victory RS Large Cap Alpha Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

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

   

–1.03

%

   

–6.72

%

   

–1.85

%

   

–2.79

%

   

–1.41

%

   

–0.83

%

   

2.80

%

   

18.40

%

 

Five Year

   

8.57

%

   

7.29

%

   

7.70

%

   

7.70

%

   

8.17

%

   

8.79

%

   

9.74

%

   

15.22

%

 

Ten Year

   

9.35

%

   

8.71

%

   

8.48

%

   

8.48

%

   

8.95

%

   

9.61

%

   

10.50

%

   

13.88

%

 

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

The maximum offering price (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.

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

Victory RS Large Cap Alpha Fund — 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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

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

Past performance is not indicative of future results.


15



Victory RS Value Funds

Victory RS Investors Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

U.S. equity markets delivered solid performance across styles in 2020, and the S&P 500® Index — the most popular proxy for the overall domestic stock market — delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019 — and this despite the unprecedented pandemic. The economy and stocks proved resilient following what was effectively a virtual global economic shutdown in the first quarter. But thanks to the U.S. Federal Reserve (the "Fed") (and central bankers worldwide) and the U.S. Congress, the record fiscal stimulus and highly accommodative monetary policies backstopped the markets and renewed risk-taking among investors.

After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern of the potential impact of the virus in February 2020, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March 2020 en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.

The Fed subsequently adjusted forecasts for second-quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented shock to the economy, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest-scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed has also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.

U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly, and that there would be "haves" and "have-nots" in the aftermath.

Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth quarter was driven by news that effective COVID-19 vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.


16



Victory RS Value Funds

Victory RS Investors Fund (continued)

Managers' Commentary (continued)

How did Victory RS Investors Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned -1.68% (Class A Shares at net asset value) for the year ended December 31, 2020, underperforming the Russell 3000® Value Index (the "Index"), which returned 2.87% during the reporting period.

What strategies did you employ during the reporting period?

Relative returns were primarily driven by stock selection in several sectors which lagged the Index performance for the year. In Financials, the decline in economic activity caused by the pandemic resulted in a significant decline in interest rates and increased concerns regarding credit losses. In many cases, we saw valuations fall to levels not seen since the global financial crisis, as sentiment shifted away from the sector. As we were overweight the sector, our relative performance was negatively affected; though as we look forward, we feel quite optimistic about future returns from our positions as the economy reopens in a post-COVID-19 world. Within the Health Care sector, our investments performed well; however, our underweight exposure to the Pharmaceuticals sector, in particular the more speculative biotech area, caused relative performance to lag. Somewhat offsetting these negative areas of the portfolio was our performance in the Communication Services sector, which relatively outperformed versus the Index due to long-term positions in Google and Facebook. In the end, the Fund did not achieve its objective of outperforming the Index in 2020 though we feel confident in the businesses that we own and are optimistic in our future performance, both absolute and relative, as interest rates normalize from generational lows over the intermediate-term and deflate many of the speculative areas of the market. We believe our consistent focus on investing in quality businesses with good balance sheets and durable cash flows run by good managers will continue to serve us well.

The range of outcomes for 2021, while more optimistic, rests on the rollout and efficacy of recently approved vaccines to fight COVID-19. Volatility, economic activity, and the level of interest rates will be impacted by the level of success of the vaccines. In addition, the U.S. presidential election has resulted in a shift in power, which provides some uncertainty as to how policy decisions may impact the economy and markets.

Interest rates and mortgage rates continue near historically low levels, inflation is nonexistent, and the economy struggles while we await broad distribution of the vaccines. We remain very watchful of inflation, particularly as a result of the size and speed of the monetary and fiscal response to the pandemic. We continue to carefully monitor the corporate debt market; but in general, U.S. corporate balance sheets are in better shape with access to low-cost debt. The Fed has stepped in to provide liquidity to support risk assets, but there does remain some concern regarding insolvency for some businesses if the absolute level of economic activity remains weak.

Equity valuations are in the top decile compared to historical levels, in part due to depressed earnings from COVID-19, but also as a result of expansion in the six largest mega-cap stocks in the S&P 500® Index. Excluding the six largest mega-cap stocks, valuations are more reasonable, particularly if compared to the 10-year U.S. Treasury yield. Recovery in aggregate


17



Victory RS Value Funds

Victory RS Investors Fund (continued)

Managers' Commentary (continued)

earnings will be tempered, as certain industries such as hospitality, entertainment, banking, and travel will take longer to return to pre-COVID-19 levels. However, equities continue to look attractive when compared to U.S. Treasurys and high-grade corporate bonds after the flight-to-safety rally during the crisis. We feel the values inherent in the portfolio should attract other investors and acquirers over time.


18



Victory RS Value Funds

Victory RS Investors Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

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

   

–1.68

%

   

–7.34

%

   

–2.43

%

   

–3.40

%

   

–2.30

%

   

–1.41

%

   

2.87

%

 

Five Year

   

7.83

%

   

6.56

%

   

7.03

%

   

7.03

%

   

7.19

%

   

8.13

%

   

9.74

%

 

Ten Year

   

9.41

%

   

8.76

%

   

8.60

%

   

8.60

%

   

8.85

%

   

9.69

%

   

10.36

%

 

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

The maximum offering price (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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


19



Victory RS Value Funds

Victory Global Natural Resources Fund

Managers' Commentary

(Unaudited)

What were the market conditions during the reporting period?

Most major commodities prices increased over the course of 2020, with gold and copper being among the best performers, each up around 25%. Natural gas prices increased 16% and the average futures contract out five years rose 5%. Crude oil prices fell -20% as COVID-19 (coronavirus disease 2019) heavily impacted demand. Despite the increases in commodity prices and generally weak demand, inventories continued to correct as supply remains constrained due to a lack of capital availability combined with new-found discipline among producers. Outside of the corporate bond market, there is little access to capital for most upstream commodity producers. As Environmental, Social and Governance (ESG) became a focal point in 2020, private equity sponsors are rapidly shifting energy allocations into renewables and alternative energy. Public-equity investors have eschewed traditional energy, which represents approximately 2% of the S&P 500® Index and has been an underperforming industry segment for most of the past decade. The combination of normalizing demand, low inventories and constrained supply base is setting the stage for the next cyclical upturn in commodity prices. This phase transition became more obvious as the year progressed.

How did Victory Global Natural Resources Fund (the "Fund") perform during the reporting period?

The Fund seeks to provide long-term capital appreciation. The Fund returned 27.35% (Class A Shares at net asset value) for the year ended December 31, 2020, outperforming the MSCI World Commodity Producers Index (the "Index"), which returned -15.10% during the reporting period.

What strategies did you employ during the reporting period?

Positive performance occurred only after a severe drawdown in the first quarter as markets reacted to the COVID-19 pandemic. Above-Index weighting and security selection in the North American natural gas segment were primary drivers of relative outperformance, followed by a similar outcome in base metals. The relative overweight to North American oil companies detracted from relative returns, although our North American oil companies still outperformed those of the Index. Not owning integrated oil companies was a positive contribution to returns. The outperformance of the Fund versus the Index was due both to wise subsector allocations as well as good stock-picking.


20



Victory RS Value Funds

Victory Global Natural Resources Fund

Investment Overview

(Unaudited)

Average Annual Total Returns

Year Ended December 31, 2020

   

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
  MSCI World
Commodity
Producers
Index1
  S&P North
American
Natural
Resources
Sector
IndexTM 2
  S&P 500®
Index3
 

One Year

   

27.35

%

   

20.06

%

   

26.29

%

   

25.29

%

   

26.86

%

   

27.86

%

   

–15.10

%

   

–19.01

%

   

18.40

%

 

Five Year

   

–4.22

%

   

–5.35

%

   

–4.99

%

   

–4.99

%

   

–4.57

%

   

–3.90

%

   

3.69

%

   

–0.08

%

   

15.22

%

 

Ten Year

   

–9.32

%

   

–9.85

%

   

–10.03

%

   

–10.03

%

   

–9.65

%

   

–9.02

%

   

–2.49

%

   

–2.83

%

   

13.88

%

 

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

The maximum offering price (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.

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

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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

2The S&P 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. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.

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

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

Past performance is not indicative of future results.


21



Victory RS Value Funds (Unaudited)
Victory RS Partners Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Partners Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


22



Victory RS Value Funds (Unaudited)
Victory RS Value Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Value Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


23



Victory RS Value Funds (Unaudited)
Victory RS Large Cap Alpha Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Large Cap Alpha Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


24



Victory RS Value Funds (Unaudited)
Victory RS Investors Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory RS Investors Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


25



Victory RS Value Funds (Unaudited)
Victory Global Natural Resources Fund
  December 31, 2020  

  (Unaudited)

Investment Objective & Portfolio Holdings:

Victory Global Natural Resources Fund seeks to provide long-term capital appreciation.

Sector Allocation*:

December 31, 2020

(% of Net Assets)

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

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

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


26



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (100.0%)

 

Banks (20.1%):

 

Ameris Bancorp

   

289,970

   

$

11,039,158

   

Associated Bancorp

   

256,940

     

4,380,827

   

Banner Corp.

   

126,820

     

5,908,544

   

Columbia Banking System, Inc.

   

149,066

     

5,351,469

   

Eastern Bankshares, Inc. (a) (b)

   

308,720

     

5,035,223

   

Independent Bank Corp.

   

49,380

     

3,606,715

   

Investors Bancorp, Inc.

   

495,380

     

5,231,213

   

Pinnacle Financial Partners, Inc.

   

110,060

     

7,087,864

   

South State Corp.

   

88,790

     

6,419,517

   

Synovus Financial Corp.

   

156,360

     

5,061,373

   

UMB Financial Corp.

   

73,812

     

5,092,290

   

Umpqua Holdings Corp.

   

91,040

     

1,378,346

   
     

65,592,539

   

Capital Markets (1.0%):

 

Federated Hermes, Inc.

   

114,990

     

3,322,061

   

Communication Services (1.9%):

 

Madison Square Garden Sports Corp. (a)

   

9,750

     

1,794,975

   

World Wrestling Entertainment, Inc., Class A (b)

   

94,090

     

4,521,025

   
     

6,316,000

   

Consumer Discretionary (9.4%):

 

Brinker International, Inc. (b)

   

85,000

     

4,808,450

   

Carter's, Inc.

   

61,930

     

5,825,755

   

Dana, Inc.

   

381,740

     

7,451,565

   

Penske Automotive Group, Inc.

   

70,821

     

4,206,059

   

Taylor Morrison Home Corp. (a)

   

185,320

     

4,753,458

   

Wolverine World Wide, Inc.

   

106,130

     

3,316,563

   
     

30,361,850

   

Consumer Staples (4.0%):

 

Hostess Brands, Inc. (a) (b)

   

512,671

     

7,505,503

   

TreeHouse Foods, Inc. (a) (b)

   

134,220

     

5,703,008

   
     

13,208,511

   

Energy (4.2%):

 

Cimarex Energy Co.

   

93,420

     

3,504,184

   

Magnolia Oil & Gas Corp., Class A (a) (b)

   

871,520

     

6,152,931

   

PDC Energy, Inc. (a)

   

194,550

     

3,994,112

   
     

13,651,227

   

Health Care (2.1%):

 

The Ensign Group, Inc.

   

22,490

     

1,639,971

   

Tivity Health, Inc. (a) (b)

   

270,910

     

5,307,127

   
     

6,947,098

   

Industrials (16.9%):

 

Altra Industrial Motion Corp.

   

71,750

     

3,977,103

   

American Woodmark Corp. (a)

   

31,550

     

2,960,968

   

See notes to financial statements.


27



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Atkore International Group, Inc. (a)

   

184,200

   

$

7,572,462

   

Crane Co.

   

55,610

     

4,318,673

   

Evoqua Water Technologies Corp. (a)

   

75,800

     

2,045,084

   

Finning International, Inc.

   

192,210

     

4,082,216

   

GMS, Inc. (a)

   

144,920

     

4,417,161

   

GrafTech International Ltd.

   

387,970

     

4,135,760

   

H&E Equipment Services, Inc.

   

74,860

     

2,231,577

   

McGrath RentCorp

   

25,760

     

1,728,496

   

Meritor, Inc. (a)

   

168,950

     

4,715,394

   

Ryder System, Inc.

   

40,090

     

2,475,958

   

SkyWest, Inc.

   

29,030

     

1,170,199

   

TFI International, Inc. (b)

   

99,200

     

5,107,705

   

The Timken Co.

   

53,250

     

4,119,420

   
     

55,058,176

   

Information Technology (11.6%):

 

Euronet Worldwide, Inc. (a) (b)

   

58,320

     

8,451,734

   

NCR Corp. (a)

   

245,630

     

9,228,319

   

Talend SA, ADR (a) (b)

   

189,160

     

7,252,394

   

Verint Systems, Inc. (a)

   

194,700

     

13,079,946

   
     

38,012,393

   

Insurance (8.0%):

 

Alleghany Corp.

   

13,180

     

7,956,634

   

Axis Capital Holdings Ltd.

   

80,110

     

4,036,743

   

Globe Life, Inc.

   

53,190

     

5,050,922

   

Primerica, Inc.

   

36,363

     

4,870,097

   

Stewart Information Services Corp.

   

87,370

     

4,225,213

   
     

26,139,609

   

Materials (7.1%):

 

Constellium SE (a)

   

256,290

     

3,585,497

   

Forterra, Inc. (a)

   

171,600

     

2,950,662

   

Graphic Packaging Holding Co.

   

601,360

     

10,187,038

   

Summit Materials, Inc., Class A (a)

   

319,187

     

6,409,275

   
     

23,132,472

   

Real Estate (8.5%):

 

Four Corners Property Trust, Inc.

   

171,800

     

5,114,486

   

Jones Lang LaSalle, Inc. (a)

   

39,940

     

5,925,898

   

Kennedy-Wilson Holdings, Inc.

   

230,660

     

4,126,507

   

Spirit Realty Capital, Inc. (b)

   

104,760

     

4,208,209

   

Sunstone Hotel Investors, Inc.

   

530,260

     

6,007,846

   

Washington Real Estate Investment Trust

   

103,830

     

2,245,843

   
     

27,628,789

   

Thrifts & Mortgage Finance (3.0%):

 

Essent Group Ltd.

   

81,830

     

3,535,056

   

PCSB Financial Corp.

   

125,790

     

2,005,093

   

TFS Financial Corp.

   

246,310

     

4,342,445

   
     

9,882,594

   

See notes to financial statements.


28



Victory Portfolios
Victory RS Partners Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Utilities (2.2%):

 

Black Hills Corp.

   

43,665

   

$

2,683,214

   

NorthWestern Corp.

   

40,670

     

2,371,468

   

South Jersey Industries, Inc. (b)

   

98,850

     

2,130,218

   
     

7,184,900

   

Total Common Stocks (Cost $248,978,826)

   

326,438,219

   

Preferred Stocks (0.2%)

 

Health Care (0.2%):

 

WellDoc, Inc., Series B (a) (c) (d)

   

1,587,483

     

587,369

   

Total Preferred Stocks (Cost $1,942,920)

   

587,369

   

Collateral for Securities Loaned^ (5.6%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (e)

   

315,052

     

315,052

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (e)

   

10,823,874

     

10,823,874

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (e)
   

157,226

     

157,226

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (e)

   

1,253,675

     

1,253,675

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (e)
   

5,636,766

     

5,636,766

   

Total Collateral for Securities Loaned (Cost $18,186,593)

   

18,186,593

   

Total Investments (Cost $269,108,339) — 105.8%

   

345,212,181

   

Liabilities in excess of other assets — (5.8)%

   

(18,971,560

)

 

NET ASSETS — 100.00%

 

$

326,240,621

   

^  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, 2020, illiquid securities were 0.2% of the Fund's net assets.

(d)  Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of the Fund's net assets as of December 31, 2020. 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, 2020.

ADR — American Depositary Receipt

See notes to financial statements.


29



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.2%)

 

Communication Services (1.5%):

 

World Wrestling Entertainment, Inc., Class A (a)

   

94,200

   

$

4,526,310

   

Consumer Discretionary (10.5%):

 

AutoZone, Inc. (b)

   

1,510

     

1,790,014

   

BorgWarner, Inc.

   

92,810

     

3,586,178

   

Carter's, Inc. (a)

   

32,410

     

3,048,809

   

Dollar Tree, Inc. (b)

   

64,520

     

6,970,741

   

LKQ Corp. (b)

   

287,180

     

10,120,223

   

Magna International, Inc.

   

39,960

     

2,829,168

   

Taylor Morrison Home Corp. (b)

   

145,320

     

3,727,458

   
     

32,072,591

   

Consumer Staples (5.1%):

 

Hostess Brands, Inc. (b)

   

359,780

     

5,267,179

   

Keurig Dr Pepper, Inc.

   

170,165

     

5,445,280

   

TreeHouse Foods, Inc. (b)

   

114,080

     

4,847,259

   
     

15,559,718

   

Energy (3.5%):

 

Baker Hughes Co.

   

61,430

     

1,280,816

   

Cabot Oil & Gas Corp.

   

125,690

     

2,046,233

   

Devon Energy Corp.

   

189,220

     

2,991,568

   

Magnolia Oil & Gas Corp., Class A (a) (b)

   

622,980

     

4,398,239

   
     

10,716,856

   

Financials (18.9%):

 

Aflac, Inc.

   

68,670

     

3,053,755

   

Alleghany Corp.

   

13,760

     

8,306,774

   

Cboe Global Markets, Inc.

   

43,910

     

4,088,899

   

Citizens Financial Group, Inc.

   

192,330

     

6,877,721

   

Fidelity National Financial, Inc.

   

117,110

     

4,577,830

   

Hancock Whitney Corp.

   

137,530

     

4,678,771

   

Kearny Financial Corp.

   

350,540

     

3,701,702

   

KeyCorp

   

423,170

     

6,944,219

   

RenaissanceRe Holdings Ltd.

   

58,980

     

9,780,064

   

Voya Financial, Inc.

   

107,200

     

6,304,432

   
     

58,314,167

   

Health Care (6.2%):

 

Hill-Rom Holdings, Inc.

   

50,500

     

4,947,485

   

Humana, Inc.

   

15,390

     

6,314,055

   

Quest Diagnostics, Inc.

   

34,100

     

4,063,697

   

Zimmer Biomet Holdings, Inc.

   

24,510

     

3,776,746

   
     

19,101,983

   

Industrials (14.3%):

 

Allison Transmission Holdings, Inc.

   

106,330

     

4,586,013

   

Carrier Global Corp.

   

55,910

     

2,108,925

   

Crane Co.

   

82,160

     

6,380,545

   

Curtiss-Wright Corp.

   

46,250

     

5,381,187

   

See notes to financial statements.


30



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Sensata Technologies Holding PLC (b)

   

170,480

   

$

8,991,115

   

Textron, Inc.

   

40,730

     

1,968,481

   

TFI International, Inc.

   

124,370

     

6,415,005

   

The Timken Co.

   

64,180

     

4,964,965

   

United Rentals, Inc. (b)

   

13,120

     

3,042,659

   
     

43,838,895

   

Information Technology (15.4%):

 

Euronet Worldwide, Inc. (b)

   

58,153

     

8,427,533

   

FleetCor Technologies, Inc. (b)

   

12,130

     

3,309,428

   

Leidos Holdings, Inc.

   

41,100

     

4,320,432

   

NCR Corp. (b)

   

281,860

     

10,589,480

   

Talend SA, ADR (a) (b)

   

179,750

     

6,891,615

   

Verint Systems, Inc. (b)

   

210,120

     

14,115,862

   
     

47,654,350

   

Materials (8.8%):

 

Graphic Packaging Holding Co.

   

710,290

     

12,032,314

   

Sealed Air Corp.

   

249,410

     

11,420,484

   

Summit Materials, Inc., Class A (b)

   

205,700

     

4,130,456

   
     

27,583,254

   

Real Estate (7.4%):

 

Healthcare Trust of America, Inc., Class A

   

176,210

     

4,852,822

   

Highwoods Properties, Inc.

   

95,450

     

3,782,684

   

MGM Growth Properties LLC, Series A

   

141,060

     

4,415,178

   

National Retail Properties, Inc.

   

118,480

     

4,848,202

   

Spirit Realty Capital, Inc.

   

119,980

     

4,819,597

   
     

22,718,483

   

Utilities (7.6%):

 

FirstEnergy Corp.

   

108,170

     

3,311,084

   

The AES Corp.

   

336,750

     

7,913,625

   

Vistra Corp.

   

618,600

     

12,161,676

   
     

23,386,385

   

Total Common Stocks (Cost $251,925,201)

   

305,472,992

   

Collateral for Securities Loaned^ (2.9%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

156,360

     

156,360

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

5,371,897

     

5,371,897

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

78,032

     

78,032

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

622,200

     

622,200

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

2,797,531

     

2,797,531

   

Total Collateral for Securities Loaned (Cost $9,026,020)

   

9,026,020

   

Total Investments (Cost $260,951,221) — 102.1%

   

314,499,012

   

Liabilities in excess of other assets — (2.1)%

   

(6,543,692

)

 

NET ASSETS — 100.00%

 

$

307,955,320

   

See notes to financial statements.


31



Victory Portfolios
Victory RS Value Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

^  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, 2020.

ADR — American Depositary Receipt

LLC — Limited Liability Company

PLC — Public Limited Company

See notes to financial statements.


32



Victory Portfolios
Victory RS Large Cap Alpha Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.5%)

 

Communication Services (5.4%):

 

Alphabet, Inc., Class A (a)

   

8,140

   

$

14,266,489

   

Facebook, Inc., Class A (a)

   

42,680

     

11,658,469

   
     

25,924,958

   

Consumer Discretionary (8.3%):

 

Dollar Tree, Inc. (a)

   

118,480

     

12,800,579

   

General Motors Co.

   

136,480

     

5,683,027

   

LKQ Corp. (a)

   

322,420

     

11,362,081

   

Magna International, Inc.

   

133,520

     

9,453,216

   
     

39,298,903

   

Consumer Staples (7.0%):

 

Keurig Dr Pepper, Inc.

   

582,450

     

18,638,400

   

Mondelez International, Inc., Class A

   

256,560

     

15,001,063

   
     

33,639,463

   

Energy (5.1%):

 

Enterprise Products Partners LP

   

643,210

     

12,600,484

   

Hess Corp.

   

88,470

     

4,670,331

   

Pioneer Natural Resources Co.

   

62,910

     

7,164,820

   
     

24,435,635

   

Financials (24.6%):

 

Aflac, Inc.

   

158,360

     

7,042,269

   

Bank of America Corp.

   

413,630

     

12,537,125

   

Cboe Global Markets, Inc.

   

65,330

     

6,083,530

   

Chubb Ltd.

   

54,510

     

8,390,179

   

Citigroup, Inc.

   

202,240

     

12,470,118

   

Discover Financial Services

   

106,810

     

9,669,509

   

Everest Re Group Ltd.

   

20,290

     

4,749,686

   

JPMorgan Chase & Co.

   

109,400

     

13,901,459

   

KeyCorp

   

457,910

     

7,514,303

   

RenaissanceRe Holdings Ltd.

   

93,800

     

15,553,916

   

U.S. Bancorp

   

268,430

     

12,506,154

   

Voya Financial, Inc.

   

119,860

     

7,048,967

   
     

117,467,215

   

Health Care (13.2%):

 

Cigna Corp.

   

65,060

     

13,544,190

   

Hill-Rom Holdings, Inc.

   

95,090

     

9,315,967

   

Humana, Inc.

   

23,940

     

9,821,864

   

Johnson & Johnson

   

42,560

     

6,698,093

   

Medtronic PLC

   

42,320

     

4,957,365

   

Pfizer, Inc.

   

103,300

     

3,802,473

   

Quest Diagnostics, Inc.

   

46,930

     

5,592,648

   

UnitedHealth Group, Inc.

   

26,195

     

9,186,063

   
     

62,918,663

   

See notes to financial statements.


33



Victory Portfolios
Victory RS Large Cap Alpha Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Industrials (14.1%):

 

Dover Corp.

   

43,440

   

$

5,484,300

   

Eaton Corp. PLC

   

79,970

     

9,607,596

   

Johnson Controls International PLC

   

198,400

     

9,243,456

   

Parker-Hannifin Corp.

   

35,260

     

9,605,177

   

Raytheon Technologies Corp.

   

106,432

     

7,610,952

   

Sensata Technologies Holding PLC (a)

   

142,910

     

7,537,073

   

Union Pacific Corp.

   

46,960

     

9,778,011

   

United Rentals, Inc. (a)

   

36,100

     

8,371,951

   
     

67,238,516

   

Information Technology (8.3%):

 

Euronet Worldwide, Inc. (a) (b)

   

94,550

     

13,702,185

   

FleetCor Technologies, Inc. (a)

   

36,820

     

10,045,601

   

Leidos Holdings, Inc.

   

90,390

     

9,501,797

   

Visa, Inc., Class A

   

31,360

     

6,859,373

   
     

40,108,956

   

Materials (3.7%):

 

Sealed Air Corp.

   

382,402

     

17,510,188

   

Real Estate (3.4%):

 

Host Hotels & Resorts, Inc.

   

555,320

     

8,124,332

   

National Retail Properties, Inc.

   

197,100

     

8,065,332

   
     

16,189,664

   

Utilities (6.4%):

 

Exelon Corp.

   

222,890

     

9,410,416

   

FirstEnergy Corp.

   

158,180

     

4,841,890

   

Vistra Corp.

   

818,980

     

16,101,147

   
     

30,353,453

   

Total Common Stocks (Cost $377,866,849)

   

475,085,614

   

Collateral for Securities Loaned^ (0.0%) (c)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (d)

   

1,261

     

1,261

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (d)

   

43,308

     

43,308

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (d)
   

629

     

629

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (d)

   

5,016

     

5,016

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (d)
   

22,553

     

22,553

   

Total Collateral for Securities Loaned (Cost $72,767)

   

72,767

   

Total Investments (Cost $377,939,616) — 99.5%

   

475,158,381

   

Other assets in excess of liabilities — 0.5%

   

2,403,899

   

NET ASSETS — 100.00%

 

$

477,562,280

   

^  Purchased with cash collateral from securities on loan.

(a)  Non-income producing security.

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

See notes to financial statements.


34



Victory Portfolios
Victory RS Large Cap Alpha Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

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

(d)  Rate disclosed is the daily yield on December 31, 2020.

LP — Limited Partnership

PLC — Public Limited Company

See notes to financial statements.


35



Victory Portfolios
Victory RS Investors Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (99.6%)

 

Banks (10.4%):

 

Citizens Financial Group, Inc.

   

24,780

   

$

886,133

   

JPMorgan Chase & Co.

   

10,300

     

1,308,821

   

KeyCorp

   

43,670

     

716,625

   
     

2,911,579

   

Capital Markets (2.7%):

 

Cboe Global Markets, Inc.

   

8,150

     

758,928

   

Communication Services (5.4%):

 

Alphabet, Inc., Class A (a)

   

452

     

792,193

   

Facebook, Inc., Class A (a)

   

2,630

     

718,411

   
     

1,510,604

   

Consumer Discretionary (7.8%):

 

Dollar Tree, Inc. (a)

   

8,170

     

882,687

   

LKQ Corp. (a)

   

36,580

     

1,289,079

   
     

2,171,766

   

Consumer Staples (7.8%):

 

Keurig Dr Pepper, Inc.

   

43,900

     

1,404,800

   

TreeHouse Foods, Inc. (a)

   

18,060

     

767,369

   
     

2,172,169

   

Health Care (6.6%):

 

Cigna Corp.

   

4,300

     

895,174

   

Humana, Inc.

   

1,330

     

545,659

   

Zimmer Biomet Holdings, Inc.

   

2,520

     

388,307

   
     

1,829,140

   

Industrials (9.9%):

 

Atkore International Group, Inc. (a)

   

17,000

     

698,870

   

Meritor, Inc. (a)

   

16,100

     

449,351

   

Sensata Technologies Holding PLC (a)

   

15,510

     

817,997

   

TFI International, Inc. (b)

   

15,750

     

810,951

   
     

2,777,169

   

Information Technology (12.5%):

 

Euronet Worldwide, Inc. (a)

   

6,740

     

976,761

   

Talend SA, ADR (a) (b)

   

14,000

     

536,760

   

Verint Systems, Inc. (a)

   

29,480

     

1,980,466

   
     

3,493,987

   

Insurance (14.6%):

 

Alleghany Corp.

   

1,730

     

1,044,384

   

RenaissanceRe Holdings Ltd.

   

8,370

     

1,387,913

   

Safety Insurance Group, Inc.

   

10,520

     

819,508

   

Stewart Information Services Corp.

   

16,570

     

801,325

   
     

4,053,130

   

See notes to financial statements.


36



Victory Portfolios
Victory RS Investors Fund
  Schedule of Portfolio Investments — continued
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Materials (12.3%):

 

Graphic Packaging Holding Co.

   

106,190

   

$

1,798,859

   

Sealed Air Corp.

   

35,230

     

1,613,182

   
     

3,412,041

   

Utilities (9.6%):

 

The AES Corp.

   

30,500

     

716,750

   

Vistra Corp.

   

99,920

     

1,964,427

   
     

2,681,177

   

Total Common Stocks (Cost $21,909,592)

   

27,771,690

   

Collateral for Securities Loaned^ (2.8%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

13,576

     

13,576

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

466,427

     

466,427

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

6,775

     

6,775

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

54,024

     

54,024

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

242,902

     

242,902

   

Total Collateral for Securities Loaned (Cost $783,704)

   

783,704

   

Total Investments (Cost $22,693,296) — 102.4%

   

28,555,394

   

Liabilities in excess of other assets — (2.4)%

   

(677,946

)

 

NET ASSETS — 100.00%

 

$

27,877,448

   

^  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, 2020.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


37



Victory Portfolios
Victory Global Natural Resources Fund
  Schedule of Portfolio Investments
December 31, 2020
 

Security Description

 

Shares

 

Value

 

Common Stocks (93.2%)

 

Chemicals (3.9%):

 

Sociedad Quimica y Minera de Chile SA, ADR (a)

   

126,936

   

$

6,231,288

   

Metals & Mining (35.0%):

 

Antofagasta PLC

   

135,349

     

2,667,491

   

First Quantum Minerals Ltd. (a)

   

886,982

     

15,924,836

   

Lundin Mining Corp.

   

283,440

     

2,516,596

   

Newmont Corp.

   

113,853

     

6,818,656

   

Rio Tinto PLC, ADR

   

31,120

     

2,340,846

   

Turquoise Hill Resources Ltd. (b)

   

2,050,230

     

25,463,857

   
     

55,732,282

   

Oil, Gas & Consumable Fuels (54.3%):

 

Antero Resources Corp. (b)

   

1,376,535

     

7,502,116

   

ARC Resources Ltd.

   

1,600,624

     

7,545,961

   

Berry Petroleum Corp.

   

385,306

     

1,417,926

   

Cheniere Energy, Inc. (b)

   

81,847

     

4,913,275

   

Concho Resources, Inc.

   

92,367

     

5,389,614

   

PDC Energy, Inc. (b)

   

369,967

     

7,595,423

   

Peyto Exploration & Development Corp.

   

3,284,714

     

7,536,234

   

Range Resources Corp. (b)

   

3,470,886

     

23,254,937

   

Tourmaline Oil Corp.

   

561,277

     

7,567,780

   

Whitecap Resources, Inc.

   

3,566,565

     

13,619,474

   
     

86,342,740

   

Total Common Stocks (Cost $163,259,095)

   

148,306,310

   

Collateral for Securities Loaned^ (1.7%)

 

BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c)

   

46,409

     

46,409

   

Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c)

   

1,594,424

     

1,594,424

   
Goldman Sachs Financial Square Prime Obligations Fund, Institutional
Class, 0.04% (c)
   

23,160

     

23,160

   

JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c)

   

184,674

     

184,674

   
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional
Class, 0.09% (c)
   

830,331

     

830,331

   

Total Collateral for Securities Loaned (Cost $2,678,998)

   

2,678,998

   

Total Investments (Cost $165,938,093) — 94.9%

   

150,985,308

   

Other assets in excess of liabilities — 5.1%

   

8,119,732

   

NET ASSETS — 100.00%

 

$

159,105,040

   

^  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, 2020.

ADR — American Depositary Receipt

PLC — Public Limited Company

See notes to financial statements.


38



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large
Cap Alpha
Fund
 

ASSETS:

 
Investments, at value (Cost $269,108,339,
$260,951,221 and $377,939,616)
 

$

345,212,181

(a)

 

$

314,499,012

(b)

 

$

475,158,381

(c)

 

Cash and cash equivalents

   

13,095,572

     

2,657,025

     

1,284,462

   

Receivables:

 

Interest and dividends

   

412,376

     

246,095

     

330,966

   

Capital shares issued

   

134,268

     

177,856

     

13,783

   

Investments sold

   

     

154,265

     

13,304,030

   

From Adviser

   

32,627

     

15,758

     

34,313

   

Prepaid expenses

   

16,710

     

4,219

     

1,033

   

Total Assets

   

358,903,734

     

317,754,230

     

490,126,968

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

18,186,593

     

9,026,020

     

72,767

   

Investments purchased

   

     

     

11,880,340

   

Capital shares redeemed

   

14,056,613

     

409,656

     

232,465

   

Accrued expenses and other payables:

 

Investment advisory fees

   

286,720

     

219,003

     

200,520

   

Administration fees

   

17,403

     

15,711

     

24,590

   

Custodian fees

   

6,176

     

6,032

     

3,612

   

Transfer agent fees

   

53,927

     

51,570

     

65,422

   

Compliance fees

   

234

     

211

     

329

   

Trustees' fees

   

14

     

12

     

218

   
12b-1 fees    

17,460

     

18,827

     

54,128

   

Other accrued expenses

   

37,973

     

51,868

     

30,297

   

Total Liabilities

   

32,663,113

     

9,798,910

     

12,564,688

   

NET ASSETS:

 
Capital    

260,836,402

     

266,041,831

     

376,864,557

   

Total accumulated earnings/(loss)

   

65,404,219

     

41,913,489

     

100,697,723

   

Net Assets

 

$

326,240,621

   

$

307,955,320

   

$

477,562,280

   

Net Assets

 

Class A Shares

 

$

156,629,468

   

$

162,145,013

   

$

444,159,732

   

Class C Shares

   

     

2,618,169

     

11,325,588

   

Class R Shares

   

1,421,391

     

677,309

     

6,065,646

   

Class Y Shares

   

168,087,443

     

142,514,829

     

16,011,314

   

Member Class

   

102,319

     

     

   

Total

 

$

326,240,621

   

$

307,955,320

   

$

477,562,280

   
Shares (unlimited number of shares authorized
with a par value of $0.001 per share):
 

Class A Shares

   

6,470,710

     

6,846,259

     

8,778,731

   

Class C Shares

   

     

126,776

     

269,199

   

Class R Shares

   

65,651

     

30,407

     

120,642

   

Class Y Shares

   

6,466,152

     

5,845,916

     

317,869

   

Member Class

   

4,225

     

     

   

Total

   

13,006,738

     

12,849,358

     

9,486,441

   
Net asset value, offering (except Class A Shares)
and redemption price per share:
 

Class A Shares

 

$

24.21

   

$

23.68

   

$

50.59

   

Class C Shares (d)

   

     

20.65

     

42.07

   

Class R Shares

   

21.65

     

22.27

     

50.28

   

Class Y Shares

   

25.99

     

24.38

     

50.37

   

Member Class

   

24.22

     

     

   

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
 

$

25.69

   

$

25.12

   

$

53.68

   

(a)  Includes $17,574,751 of securities on loan.

(b)  Includes $8,641,535 of securities on loan.

(c)  Includes $72,460 of securities on loan.

(d)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


39



Victory Portfolios

  Statements of Assets and Liabilities
December 31, 2020
 
    Victory
RS Investors
Fund
  Victory
Global Natural
Resources
Fund
 

ASSETS:

 

Investments, at value (Cost $22,693,296 and $165,938,093)

 

$

28,555,394

(a)

 

$

150,985,308

(b)

 

Foreign currency, at value (Cost $— and $47,776)

   

     

47,504

   

Cash and cash equivalents

   

154,129

     

9,947,689

   

Receivables:

 

Interest and dividends

   

13,181

     

119,356

   

Capital shares issued

   

2,454

     

141,528

   

Investments sold

   

     

1,428,373

   

From Adviser

   

20,339

     

19,685

   

Prepaid expenses

   

382

     

1,887

   

Total Assets

   

28,745,879

     

162,691,330

   

LIABILITIES:

 

Payables:

 

Collateral received on loaned securities

   

783,704

     

2,678,998

   

Investments purchased

   

     

573,269

   

Capital shares redeemed

   

7,321

     

99,999

   

Accrued expenses and other payables:

 

Investment advisory fees

   

23,274

     

131,796

   

Administration fees

   

1,409

     

7,528

   

Custodian fees

   

724

     

3,536

   

Transfer agent fees

   

6,207

     

29,818

   

Compliance fees

   

19

     

103

   

Trustees' fees

   

1

     

17

   
12b-1 fees    

2,938

     

5,188

   

Other accrued expenses

   

42,834

     

56,038

   

Total Liabilities

   

868,431

     

3,586,290

   

NET ASSETS:

 

Capital

   

24,204,958

     

2,083,247,576

   

Total accumulated earnings/(loss)

   

3,672,490

     

(1,924,142,536

)

 

Net Assets

 

$

27,877,448

   

$

159,105,040

   

Net Assets

 

Class A Shares

 

$

12,663,281

   

$

36,802,698

   

Class C Shares

   

3,305,992

     

2,385,333

   

Class R Shares

   

655,071

     

680,063

   

Class Y Shares

   

11,253,104

     

119,236,946

   

Total

 

$

27,877,448

   

$

159,105,040

   
Shares (unlimited number of shares authorized with a
par value of $0.001 per share):
 

Class A Shares

   

986,287

     

2,977,907

   

Class C Shares

   

294,582

     

216,757

   

Class R Shares

   

57,404

     

58,507

   

Class Y Shares

   

849,915

     

9,257,569

   

Total

   

2,188,188

     

12,510,740

   
Net asset value, offering (except Class A Shares) and
redemption price per share:
 

Class A Shares

 

$

12.84

   

$

12.36

   

Class C Shares (c)

   

11.22

     

11.00

   

Class R Shares

   

11.41

     

11.62

   

Class Y Shares

   

13.24

     

12.88

   

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
 

$

13.62

   

$

13.11

   

(a)  Includes $764,600 of securities on loan.

(b)  Includes $2,480,716 of securities on loan.

(c)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.


40



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory
RS Partners
Fund
  Victory
RS Value
Fund
  Victory
RS Large
Cap Alpha
Fund
 

Investment Income:

 

Dividends

 

$

5,232,234

   

$

4,209,717

   

$

9,129,759

   

Interest

   

55,133

     

52,878

     

70,796

   

Securities lending (net of fees)

   

52,846

     

54,856

     

16,689

   

Foreign tax withholding

   

(31,237

)

   

(22,343

)

   

(28,840

)

 

Total Income

   

5,308,976

     

4,295,108

     

9,188,404

   

Expenses:

 

Investment advisory fees

   

3,205,189

     

2,538,968

     

2,273,188

   

Administration fees

   

194,621

     

181,455

     

276,280

   

Sub-Administration fees

   

14,132

     

12,257

     

11,222

   

12b-1 fees — Class A Shares

   

358,430

     

393,850

     

1,051,673

   

12b-1 fees — Class C Shares

   

     

30,036

     

124,665

   

12b-1 fees — Class R Shares

   

6,195

     

3,638

     

30,080

   

Custodian fees

   

25,787

     

21,201

     

22,821

   

Transfer agent fees — Class A Shares

   

205,142

     

212,455

     

418,363

   

Transfer agent fees — Class C Shares

   

     

3,467

     

9,812

   

Transfer agent fees — Class R Shares

   

2,581

     

1,627

     

11,059

   

Transfer agent fees — Class Y Shares

   

145,047

     

162,117

     

16,511

   

Transfer agent fees — Member Class (a)

   

580

     

     

   

Trustees' fees

   

29,500

     

27,389

     

40,104

   

Compliance fees

   

2,837

     

2,650

     

4,009

   

Legal and audit fees

   

36,744

     

28,958

     

40,707

   

State registration and filing fees

   

66,862

     

76,843

     

71,567

   

Other expenses

   

91,559

     

78,632

     

45,980

   

Total Expenses

   

4,385,206

     

3,775,543

     

4,448,041

   

Expenses waived/reimbursed by Adviser

   

(316,786

)

   

(199,071

)

   

(314,607

)

 

Net Expenses

   

4,068,420

     

3,576,472

     

4,133,434

   

Net Investment Income (Loss)

   

1,240,556

     

718,636

     

5,054,970

   
Realized/Unrealized Gains (Losses) from
Investments:
 
Net realized gains (losses) from investment
securities and foreign currency translations
   

(11,698,940

)

   

(12,229,730

)

   

(4,201,598

)

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

(4,653,083

)

   

(9,051,390

)

   

(17,104,453

)

 
Net realized/unrealized gains (losses)
on investments
   

(16,352,023

)

   

(21,281,120

)

   

(21,306,051

)

 

Change in net assets resulting from operations

 

$

(15,111,467

)

 

$

(20,562,484

)

 

$

(16,251,081

)

 

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


41



Victory Portfolios

  Statements of Operations
For the Year Ended December 31, 2020
 
    Victory
RS Investors
Fund
  Victory
Global Natural
Resources
Fund
 

Investment Income:

 

Dividends

 

$

354,155

   

$

1,666,115

   

Interest

   

6,494

     

21,741

   

Securities lending (net of fees)

   

1,440

     

39,971

   

Foreign tax withholding

   

(1,675

)

   

(170,527

)

 

Total Income

   

360,414

     

1,557,300

   

Expenses:

 

Investment advisory fees

   

292,916

     

1,173,199

   

Administration fees

   

17,774

     

71,178

   

Sub-Administration fees

   

11,222

     

11,222

   

12b-1 fees — Class A Shares

   

30,308

     

66,587

   

12b-1 fees — Class C Shares

   

44,359

     

19,095

   

12b-1 fees — Class R Shares

   

3,440

     

2,210

   

Custodian fees

   

3,359

     

17,060

   

Transfer agent fees — Class A Shares

   

15,917

     

84,411

   

Transfer agent fees — Class C Shares

   

6,073

     

7,112

   

Transfer agent fees — Class R Shares

   

1,617

     

1,188

   

Transfer agent fees — Class Y Shares

   

16,173

     

103,342

   

Trustees' fees

   

4,104

     

10,983

   

Compliance fees

   

262

     

1,034

   

Legal and audit fees

   

9,516

     

16,835

   

State registration and filing fees

   

72,301

     

80,057

   

Interfund lending fees

   

185

     

   

Other expenses

   

9,589

     

30,623

   

Total Expenses

   

539,115

     

1,696,136

   

Expenses waived/reimbursed by Adviser

   

(146,600

)

   

(234,015

)

 

Net Expenses

   

392,515

     

1,462,121

   

Net Investment Income (Loss)

   

(32,101

)

   

95,179

   

Realized/Unrealized Gains (Losses) from Investments:

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

(2,049,123

)

   

(156,274,442

)

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

(1,336,814

)

   

185,771,622

   

Net realized/unrealized gains (losses) on investments

   

(3,385,937

)

   

29,497,180

   

Change in net assets resulting from operations

 

$

(3,418,038

)

 

$

29,592,359

   

See notes to financial statements.


42



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 
Net investment
income (loss)
 

$

1,240,556

   

$

2,920,104

   

$

718,636

   

$

1,449,500

   

$

5,054,970

   

$

5,431,363

   
Net realized gains
(losses) from
investments
   

(11,698,940

)

   

40,883,294

     

(12,229,730

)

   

34,077,370

     

(4,201,598

)

   

27,752,926

   
Net change in
unrealized
appreciation/
depreciation
on investments
   

(4,653,083

)

   

74,331,906

     

(9,051,390

)

   

69,785,270

     

(17,104,453

)

   

109,044,824

   
Change in net assets
resulting from
operations
   

(15,111,467

)

   

118,135,304

     

(20,562,484

)

   

105,312,140

     

(16,251,081

)

   

142,229,113

   
Distributions to
Shareholders:
 

Class A Shares

   

(2,382,023

)

   

(18,545,144

)

   

(3,101,649

)

   

(14,419,529

)

   

(16,466,861

)

   

(19,425,553

)

 

Class C Shares

   

     

     

(57,388

)

   

(350,766

)

   

(464,103

)

   

(621,209

)

 

Class R Shares

   

(24,191

)

   

(152,466

)

   

(13,629

)

   

(70,532

)

   

(206,060

)

   

(249,827

)

 

Class Y Shares

   

(2,572,869

)

   

(23,073,509

)

   

(2,641,513

)

   

(12,497,492

)

   

(617,022

)

   

(786,292

)

 

Member Class (a)

   

(1,246

)

   

     

     

     

     

   
Change in net assets
resulting from
distributions to
shareholders
   

(4,980,329

)

   

(41,771,119

)

   

(5,814,179

)

   

(27,338,319

)

   

(17,754,046

)

   

(21,082,881

)

 
Change in net assets
resulting from
capital transactions
   

(81,239,459

)

   

(76,430,849

)

   

(55,511,801

)

   

(44,649,999

)

   

(52,872,803

)

   

(42,142,778

)

 

Change in net assets

   

(101,331,255

)

   

(66,664

)

   

(81,888,464

)

   

33,323,822

     

(86,877,930

)

   

79,003,454

   

Net Assets:

 

Beginning of period

   

427,571,876

     

427,638,540

     

389,843,784

     

356,519,962

     

564,440,210

     

485,436,756

   

End of period

 

$

326,240,621

   

$

427,571,876

   

$

307,955,320

   

$

389,843,784

   

$

477,562,280

   

$

564,440,210

   

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


43



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 
Proceeds from shares
issued
 

$

8,056,549

   

$

16,579,793

   

$

10,671,316

   

$

13,105,632

   

$

15,044,197

   

$

17,052,317

   

Distributions reinvested

   

2,346,101

     

18,238,219

     

3,021,005

     

14,014,003

     

16,006,543

     

18,921,963

   

Cost of shares redeemed

   

(38,903,637

)

   

(48,748,054

)

   

(43,963,514

)

   

(38,839,092

)

   

(76,615,653

)

   

(65,297,079

)

 

Total Class A Shares

 

$

(28,500,987

)

 

$

(13,930,042

)

 

$

(30,271,193

)

 

$

(11,719,457

)

 

$

(45,564,913

)

 

$

(29,322,799

)

 

Class C Shares

 
Proceeds from shares
issued
 

$

   

$

   

$

111,055

   

$

576,327

   

$

228,965

   

$

612,718

   

Distributions reinvested

   

     

     

57,388

     

332,779

     

464,103

     

578,811

   

Cost of shares redeemed

   

     

     

(1,886,466

)

   

(7,244,004

)

   

(4,905,429

)

   

(6,481,288

)

 

Total Class C Shares

 

$

   

$

   

$

(1,718,023

)

 

$

(6,334,898

)

 

$

(4,212,361

)

 

$

(5,289,759

)

 

Class R Shares

 
Proceeds from shares
issued
 

$

336,137

   

$

150,948

   

$

58,505

   

$

97,915

   

$

908,104

   

$

546,882

   

Distributions reinvested

   

24,191

     

152,466

     

13,629

     

70,532

     

206,047

     

247,948

   

Cost of shares redeemed

   

(421,656

)

   

(207,402

)

   

(319,314

)

   

(380,522

)

   

(1,850,065

)

   

(1,453,937

)

 

Total Class R Shares

 

$

(61,328

)

 

$

96,012

   

$

(247,180

)

 

$

(212,075

)

 

$

(735,914

)

 

$

(659,107

)

 

Class Y Shares

 
Proceeds from shares
issued
 

$

28,022,881

   

$

42,480,816

   

$

18,473,898

   

$

17,702,861

   

$

2,949,615

   

$

4,219,718

   

Distributions reinvested

   

2,567,572

     

22,957,985

     

2,604,139

     

12,251,365

     

596,266

     

759,111

   

Cost of shares redeemed

   

(83,363,101

)

   

(128,035,620

)

   

(44,353,442

)

   

(56,337,795

)

   

(5,905,496

)

   

(11,849,942

)

 

Total Class Y Shares

 

$

(52,772,648

)

 

$

(62,596,819

)

 

$

(23,275,405

)

 

$

(26,383,569

)

 

$

(2,359,615

)

 

$

(6,871,113

)

 

Member Class (a)

 
Proceeds from shares
issued
 

$

94,259

   

$

   

$

   

$

   

$

   

$

   

Distributions reinvested

   

1,245

     

     

     

     

     

   

Total Member Class

 

$

95,504

   

$

   

$

   

$

   

$

   

$

   
Change in net assets resulting
from capital transactions
 

$

(81,239,459

)

 

$

(76,430,849

)

 

$

(55,511,801

)

 

$

(44,649,999

)

 

$

(52,872,803

)

 

$

(42,142,778

)

 

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

(continues on next page)

See notes to financial statements.


44



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,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

411,941

     

691,105

     

545,133

     

542,728

     

327,242

     

343,113

   

Reinvested

   

98,163

     

758,032

     

130,384

     

567,685

     

321,465

     

357,509

   

Redeemed

   

(1,952,159

)

   

(2,042,889

)

   

(2,185,810

)

   

(1,607,052

)

   

(1,663,736

)

   

(1,309,527

)

 

Total Class A Shares

   

(1,442,055

)

   

(593,752

)

   

(1,510,293

)

   

(496,639

)

   

(1,015,029

)

   

(608,905

)

 

Class C Shares

 

Issued

   

     

     

6,149

     

27,312

     

6,096

     

14,939

   

Reinvested

   

     

     

2,840

     

15,378

     

11,226

     

13,077

   

Redeemed

   

     

     

(105,185

)

   

(341,331

)

   

(129,105

)

   

(156,432

)

 

Total Class C Shares

   

     

     

(96,196

)

   

(298,641

)

   

(111,783

)

   

(128,416

)

 

Class R Shares

 

Issued

   

19,278

     

6,910

     

3,076

     

4,276

     

19,865

     

11,149

   

Reinvested

   

1,131

     

7,039

     

625

     

3,033

     

4,172

     

4,724

   

Redeemed

   

(23,375

)

   

(9,594

)

   

(16,873

)

   

(16,629

)

   

(40,294

)

   

(30,091

)

 

Total Class R Shares

   

(2,966

)

   

4,355

     

(13,172

)

   

(9,320

)

   

(16,257

)

   

(14,218

)

 

Class Y Shares

 

Issued

   

1,326,866

     

1,651,373

     

931,019

     

717,334

     

60,906

     

84,116

   

Reinvested

   

100,022

     

895,516

     

109,188

     

482,657

     

12,016

     

14,386

   

Redeemed

   

(3,844,005

)

   

(5,089,360

)

   

(2,139,626

)

   

(2,273,518

)

   

(133,707

)

   

(239,430

)

 

Total Class Y Shares

   

(2,417,117

)

   

(2,542,471

)

   

(1,099,419

)

   

(1,073,527

)

   

(60,785

)

   

(140,928

)

 

Member Class (a)

 

Issued

   

4,173

     

     

     

     

     

   

Reinvested

   

52

     

     

     

     

     

   

Total Member Class

   

4,225

     

     

     

     

     

   

Change in Shares

   

(3,857,913

)

   

(3,131,868

)

   

(2,719,080

)

   

(1,878,127

)

   

(1,203,854

)

   

(892,467

)

 

(a)  Victory RS Partners Fund Member Class commenced operations on November 3, 2020.

See notes to financial statements.


45



Victory Portfolios

 

Statements of Changes in Net Assets

 
    Victory RS Investors
Fund
  Victory
Global Natural Resources
Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

From Investment Activities:

 

Operations:

 

Net investment income (loss)

 

$

(32,101

)

 

$

(12,611

)

 

$

95,179

   

$

698,765

   
Net realized gains (losses) from
investments
   

(2,049,123

)

   

1,944,737

     

(156,274,442

)

   

(302,104,028

)

 
Net change in unrealized
appreciation/depreciation
on investments
   

(1,336,814

)

   

8,148,148

     

185,771,622

     

187,635,480

   
Change in net assets resulting
from operations
   

(3,418,038

)

   

10,080,274

     

29,592,359

     

(113,769,783

)

 

Distributions to Shareholders:

 

Class A Shares

   

(38,891

)

   

(721,644

)

   

(17,431

)

   

   

Class C Shares

   

(11,599

)

   

(330,965

)

   

     

   

Class R Shares

   

(2,189

)

   

(38,858

)

   

     

   

Class Y Shares

   

(33,498

)

   

(779,678

)

   

(307,837

)

   

(294,977

)

 
Change in net assets resulting
from distributions to shareholders
   

(86,177

)

   

(1,871,145

)

   

(325,268

)

   

(294,977

)

 
Change in net assets resulting
from capital transactions
   

(12,411,650

)

   

(2,879,723

)

   

(21,333,904

)

   

(200,204,338

)

 

Change in net assets

   

(15,915,865

)

   

5,329,406

     

7,933,187

     

(314,269,098

)

 

Net Assets:

 

Beginning of period

   

43,793,313

     

38,463,907

     

151,171,853

     

465,440,951

   

End of period

 

$

27,877,448

   

$

43,793,313

   

$

159,105,040

   

$

151,171,853

   

(continues on next page)

See notes to financial statements.


46



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory RS Investors
Fund
  Victory
Global Natural Resources
Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Capital Transactions:

 

Class A Shares

 

Proceeds from shares issued

 

$

1,680,515

   

$

1,270,985

   

$

5,505,577

   

$

9,391,402

   

Distributions reinvested

   

36,157

     

698,892

     

16,618

     

   

Cost of shares redeemed

   

(4,654,377

)

   

(4,140,546

)

   

(8,758,422

)

   

(26,068,909

)

 

Total Class A Shares

 

$

(2,937,705

)

 

$

(2,170,669

)

 

$

(3,236,227

)

 

$

(16,677,507

)

 

Class C Shares

 

Proceeds from shares issued

 

$

64,083

   

$

400,138

   

$

496,242

   

$

177,189

   

Distributions reinvested

   

11,513

     

279,002

     

     

   

Cost of shares redeemed

   

(2,978,451

)

   

(2,558,469

)

   

(1,312,505

)

   

(2,812,027

)

 

Total Class C Shares

 

$

(2,902,855

)

 

$

(1,879,329

)

 

$

(816,263

)

 

$

(2,634,838

)

 

Class R Shares

 

Proceeds from shares issued

 

$

46,519

   

$

47,252

   

$

263,387

   

$

264,804

   

Distributions reinvested

   

2,189

     

38,858

     

     

   

Cost of shares redeemed

   

(195,450

)

   

(243,184

)

   

(294,240

)

   

(350,859

)

 

Total Class R Shares

 

$

(146,742

)

 

$

(157,074

)

 

$

(30,853

)

 

$

(86,055

)

 

Class Y Shares

 

Proceeds from shares issued

 

$

1,952,154

   

$

7,332,552

   

$

22,164,045

   

$

106,594,493

   

Distributions reinvested

   

33,328

     

760,887

     

288,040

     

250,255

   

Cost of shares redeemed

   

(8,409,830

)

   

(6,766,090

)

   

(39,702,646

)

   

(287,650,686

)

 

Total Class Y Shares

 

$

(6,424,348

)

 

$

1,327,349

   

$

(17,250,561

)

 

$

(180,805,938

)

 
Change in net assets resulting from
capital transactions
 

$

(12,411,650

)

 

$

(2,879,723

)

 

$

(21,333,904

)

 

$

(200,204,338

)

 

(continues on next page)

See notes to financial statements.


47



Victory Portfolios

 

Statements of Changes in Net Assets

 

  (continued)

    Victory RS Investors
Fund
  Victory
Global Natural Resources
Fund
 
    Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
  Year
Ended
December 31,
2020
  Year
Ended
December 31,
2019
 

Share Transactions:

 

Class A Shares

 

Issued

   

153,026

     

99,510

     

690,679

     

851,433

   

Reinvested

   

2,876

     

53,885

     

1,375

     

   

Redeemed

   

(460,596

)

   

(331,114

)

   

(1,073,725

)

   

(2,468,125

)

 

Total Class A Shares

   

(304,694

)

   

(177,719

)

   

(381,671

)

   

(1,616,692

)

 

Class C Shares

 

Issued

   

7,008

     

35,207

     

58,179

     

16,952

   

Reinvested

   

1,048

     

24,409

     

     

   

Redeemed

   

(311,413

)

   

(225,759

)

   

(179,802

)

   

(275,087

)

 

Total Class C Shares

   

(303,357

)

   

(166,143

)

   

(121,623

)

   

(258,135

)

 

Class R Shares

 

Issued

   

4,704

     

4,134

     

32,115

     

28,305

   

Reinvested

   

196

     

3,347

     

     

   

Redeemed

   

(19,506

)

   

(21,490

)

   

(41,381

)

   

(36,060

)

 

Total Class R Shares

   

(14,606

)

   

(14,009

)

   

(9,266

)

   

(7,755

)

 

Class Y Shares

 

Issued

   

176,376

     

550,472

     

2,643,842

     

8,945,033

   

Reinvested

   

2,572

     

57,038

     

22,860

     

25,407

   

Redeemed

   

(750,912

)

   

(526,955

)

   

(4,779,989

)

   

(27,015,945

)

 

Total Class Y Shares

   

(571,964

)

   

80,555

     

(2,113,287

)

   

(18,045,505

)

 

Change in Shares

   

(1,194,621

)

   

(277,316

)

   

(2,625,847

)

   

(19,928,087

)

 

See notes to financial statements.


48



This page is intentionally left blank.


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 Partners Fund

 

Class A

 

Year Ended 12/31/20

 

$

24.47

     

0.04

     

0.07

(e)

   

0.11

     

     

(0.37

)

 

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

)

 

Class R

 

Year Ended 12/31/20

 

$

22.01

     

(0.03

)

   

0.04

(e)

   

0.01

     

     

(0.37

)

 

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

)

 

Class Y

 

Year Ended 12/31/20

 

$

26.17

     

0.12

     

0.07

(e)

   

0.19

     

     

(0.37

)

 

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

)

 

Member Class

 
11/3/20(f) through
12/31/20
 

$

19.64

     

0.01

     

4.94

(e)

   

4.95

     

     

(0.37

)

 

(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)  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.

(f)  Commencement of operations.

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)(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 Partners Fund

 

Class A

 

Year Ended 12/31/20

   

(0.37

)

 

$

24.21

     

0.46

%

   

1.45

%

   

0.20

%

   

1.53

%

 

$

156,629

     

108

%

 

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

%

 

Class R

 

Year Ended 12/31/20

   

(0.37

)

 

$

21.65

     

0.06

%

   

1.81

%

   

(0.15

)%

   

2.87

%

 

$

1,421

     

108

%

 

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

%

 

Class Y

 

Year Ended 12/31/20

   

(0.37

)

 

$

25.99

     

0.77

%

   

1.12

%

   

0.54

%

   

1.23

%

 

$

168,087

     

108

%

 

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

%

 

Member Class

 
11/3/20(f) through
12/31/20
   

(0.37

)

 

$

24.22

     

25.22

%

   

1.25

%

   

0.36

%

   

33.63

%

 

$

102

     

108

%

 

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
  Net Realized
Gains from
Investments
  Total
Distributions
 

Victory RS Value Fund

 

Class A

 
Year Ended
12/31/20
 

$

24.79

     

0.03

     

(0.68

)

   

(0.65

)

   

     

(0.46

)

   

(0.46

)

 
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

)

 

Class C

 
Year Ended
12/31/20
 

$

21.85

     

(0.11

)

   

(0.63

)

   

(0.74

)

   

     

(0.46

)

   

(0.46

)

 
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

)

 

Class R

 
Year Ended
12/31/20
 

$

23.44

     

(0.05

)

   

(0.66

)

   

(0.71

)

   

     

(0.46

)

   

(0.46

)

 
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

)

 

Class Y

 
Year Ended
12/31/20
 

$

25.45

     

0.08

     

(0.69

)

   

(0.61

)

   

     

(0.46

)

   

(0.46

)

 
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

)

 

(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 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
Contributions
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
12/31/20
   

   

$

23.68

     

(2.59

)%

   

1.30

%

   

0.14

%

   

1.37

%

 

$

162,145

     

73

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

   

$

20.65

     

(3.35

)%

   

2.07

%

   

(0.62

)%

   

2.60

%

 

$

2,618

     

73

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

   

$

22.27

     

(2.95

)%

   

1.69

%

   

(0.23

)%

   

4.03

%

 

$

677

     

73

%

 
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

%

 

Class Y

 
Year Ended
12/31/20
   

   

$

24.38

     

(2.37

)%

   

1.06

%

   

0.38

%

   

1.10

%

 

$

142,515

     

73

%

 
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

%

 

See notes to financial statements.


53



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
12/31/20
 

$

53.11

     

0.52

     

(1.12

)

   

(0.60

)

   

(0.15

)

   

(1.77

)

   

(1.92

)

 
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

)

 

Class C

 
Year Ended
12/31/20
 

$

44.70

     

0.14

     

(1.00

)

   

(0.86

)

   

     

(1.77

)

   

(1.77

)

 
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

)

 

Class R

 
Year Ended
12/31/20
 

$

52.83

     

0.35

     

(1.13

)

   

(0.78

)

   

     

(1.77

)

   

(1.77

)

 
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

)

 

Class Y

 
Year Ended
12/31/20
 

$

52.87

     

0.62

     

(1.10

)

   

(0.48

)

   

(0.25

)

   

(1.77

)

   

(2.02

)

 
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

)

 

(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)  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 0.01% for the period shown. (See Note 8)

See notes to financial statements.


54



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contributions
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
12/31/20
   

   

$

50.59

     

(1.03

)%

   

0.89

%

   

1.13

%

   

0.95

%

 

$

444,160

     

95

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

   

$

42.07

     

(1.85

)%

   

1.69

%

   

0.37

%

   

1.79

%

 

$

11,326

     

95

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

   

$

50.28

     

(1.41

)%

   

1.26

%

   

0.77

%

   

1.50

%

 

$

6,066

     

95

%

 
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

%

 

Class Y

 
Year Ended
12/31/20
   

   

$

50.37

     

(0.83

)%

   

0.68

%

   

1.34

%

   

0.82

%

 

$

16,011

     

95

%

 
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

%

 

See notes to financial statements.


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
 

Victory RS Investors Fund

 

Class A

 
Year Ended
12/31/20
 

$

13.10

     

(0.01

)

   

(0.21

)

   

(0.22

)

   

     

(0.04

)

 
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

     

     

   

Class C

 
Year Ended
12/31/20
 

$

11.54

     

(0.08

)

   

(0.20

)

   

(0.28

)

   

     

(0.04

)

 
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

     

     

   

Class R

 
Year Ended
12/31/20
 

$

11.72

     

(0.07

)

   

(0.20

)

   

(0.27

)

   

     

(0.04

)

 
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

     

     

   

Class Y

 
Year Ended
12/31/20
 

$

13.47

     

0.02

     

(0.21

)

   

(0.19

)

   

     

(0.04

)

 
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

)

   

   

(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.


56



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
12/31/20
   

(0.04

)

 

$

12.84

     

(1.68

)%

   

1.33

%

   

(0.08

)%

   

1.71

%

 

$

12,663

     

66

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

(0.04

)

 

$

11.22

     

(2.43

)%

   

2.07

%

   

(0.85

)%

   

2.75

%

 

$

3,306

     

66

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

(0.04

)

 

$

11.41

     

(2.30

)%

   

1.95

%

   

(0.71

)%

   

4.41

%

 

$

655

     

66

%

 
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

%

 

Class Y

 
Year Ended
12/31/20
   

(0.04

)

 

$

13.24

     

(1.41

)%

   

1.05

%

   

0.17

%

   

1.50

%

 

$

11,253

     

66

%

 
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

%

 

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
  Total
Distributions
 

Victory Global Natural Resources Fund

 

Class A

 
Year Ended
12/31/20
 

$

9.71

     

(0.01

)

   

2.67

     

2.66

     

(0.01

)

   

(0.01

)

 
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

     

     

   

Class C

 
Year Ended
12/31/20
 

$

8.71

     

(0.07

)

   

2.36

     

2.29

     

     

   
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

     

     

   

Class R

 
Year Ended
12/31/20
 

$

9.16

     

(0.04

)

   

2.50

     

2.46

     

     

   
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

     

     

   

Class Y

 
Year Ended
12/31/20
 

$

10.11

     

0.02

     

2.78

     

2.80

     

(0.03

)

   

(0.03

)

 
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

     

     

   

*  Includes adjustments in accordance with U.S. generally accepted accounting principles.

(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.


58



Victory Portfolios

  Financial Highlights — continued  

For a Share Outstanding Throughout Each Period

       

Ratios to Average Net Assets

 

Supplemental Data

 
    Capital
Contributions
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 Global Natural Resources Fund

 

Class A

 
Year Ended
12/31/20
   

   

$

12.36

     

27.35

%

   

1.48

%

   

(0.15

)%

   

1.79

%

 

$

36,803

     

46

%

 
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

%

 

Class C

 
Year Ended
12/31/20
   

   

$

11.00

     

26.29

%

   

2.28

%

   

(0.92

)%

   

3.32

%

 

$

2,385

     

46

%

 
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

%

 

Class R

 
Year Ended
12/31/20
   

   

$

11.62

     

26.86

%

   

1.86

%

   

(0.51

)%

   

5.74

%

 

$

680

     

46

%

 
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

%

 

Class Y

 
Year Ended
12/31/20
     

$

12.88

     

27.73

%

   

1.15

%

   

0.18

%

   

1.28

%

 

$

119,237

     

46

%

 
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

%

 

(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.


59



Victory Portfolios

  Notes to Financial Statements
December 31, 2020
 

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, with the exception of RS Investors Fund and Global Natural Resources 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, Y and
   Member Class*
 

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

 

*  Member Class commenced operations on November 3, 2020.

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 Generally Accepted Accounting Principles in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The 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.)


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Victory Portfolios

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December 31, 2020
 

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

Investments in open-end investment companies are valued at net asset value. These 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, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedules of Portfolio Investments.

   

Level 1

 

Level 2

 

Level 3

 

Total

 

RS Partners Fund

 

Common Stocks

 

$

326,438,219

   

$

   

$

   

$

326,438,219

   

Preferred Stocks

   

     

     

587,369

     

587,369

   

Collateral for Securities Loaned

   

18,186,593

     

     

     

18,186,593

   

Total

 

$

344,624,812

   

$

   

$

587,369

   

$

345,212,181

   

RS Value Fund

 

Common Stocks

 

$

305,472,992

   

$

   

$

   

$

305,472,992

   

Collateral for Securities Loaned

   

9,026,020

     

     

     

9,026,020

   

Total

 

$

314,499,012

   

$

   

$

   

$

314,499,012

   

RS Large Cap Alpha Fund

 

Common Stocks

 

$

475,085,614

   

$

   

$

   

$

475,085,614

   

Collateral for Securities Loaned

   

72,767

     

     

     

72,767

   

Total

 

$

475,158,381

   

$

   

$

   

$

475,158,381

   

RS Investors Fund

 

Common Stocks

 

$

27,771,690

   

$

   

$

   

$

27,771,690

   

Collateral for Securities Loaned

   

783,704

     

     

     

783,704

   

Total

 

$

28,555,394

   

$

   

$

   

$

28,555,394

   

Global Natural Resources Fund

 

Common Stocks

 

$

145,638,819

   

$

2,667,491

   

$

   

$

148,306,310

   

Collateral for Securities Loaned

   

2,678,998

     

     

     

2,678,998

   

Total

 

$

148,317,817

   

$

2,667,491

   

$

   

$

150,985,308

   

For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.


61



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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 Companies:

Open-End Funds:

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

Investment Transactions and Related Income:

Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date 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 recorded on the identified cost basis.

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 on the Funds' Schedules of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on 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, 2020. 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.


62



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 
    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

 

$

17,574,751

   

$

17,574,751

   

$

   

$

   

$

   

$

   

RS Value Fund

   

8,641,535

     

8,641,535

     

     

     

     

   

RS Large Cap Alpha Fund

   

72,460

     

72,460

     

     

     

     

   

RS Investors Fund

   

764,600

     

764,600

     

     

     

     

   

Global Natural Resources Fund

   

2,480,716

     

2,480,716

     

     

     

     

   

*  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.

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., the last four tax years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Allocations:

Expenses directly attributable to a Fund are charged to 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 fees and 12b-1 fees), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets on the date income is earned or expenses and realized and unrealized gains and losses are incurred.


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Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, were as follows:

    Purchases
(excluding U.S.
Government
Securities)
  Sales
(excluding U.S.
Government
Securities)
 

RS Partners Fund

 

$

339,353,592

   

$

409,425,678

   

RS Value Fund

   

214,548,336

     

260,377,267

   

RS Large Cap Alpha Fund

   

422,858,127

     

469,596,849

   

RS Investors Fund

   

18,844,853

     

30,039,923

   
Global Natural Resources Fund    

51,236,662

     

77,108,812

   

For the year ended December 31, 2020, 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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statements of Operations as Investment advisory fees.

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. 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

%

 

VCM also serves as the Funds' administrator and fund accountant. Under the 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Administration fees.

Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Funds pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Funds reimburse VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Funds. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Sub-Administration fees.


64



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

Citibank serves as the Funds' custodian. The Funds pay Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Custodian fees.

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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Transfer agent fees.

Victory Capital Transfer Agency, Inc., an affiliate of the Adviser, serves as sub-transfer agent for the Member Class shares of the Funds and receives no fee or other compensation for 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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as Compliance fees.

Sidley Austin LLP provides legal services to the Trust.

Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust, and receives no fee or other compensation for these services. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc. Amounts incurred for the year ended December 31, 2020, are reflected on the Statements of Operations as 12b-1 fees.

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 year ended December 31, 2020, the Distributor received approximately $ 19,237 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, 2020, the expense limits (excluding voluntary waivers) are as follows:

   

In effect until April 30, 2021

 
    Class A
Shares
  Class C
Shares
  Class R
Shares
  Class Y
Shares
 

Member Class

 

RS Partners Fund

   

1.45

%

   

N/A

     

1.81

%

   

1.12

%

   

1.25

%(a)

 

RS Value Fund

   

1.30

%

   

2.07

%

   

1.69

%

   

1.06

%

   

N/A

   

RS Large Cap Alpha Fund

   

0.89

%

   

1.69

%

   

1.26

%

   

0.68

%

   

N/A

   

RS Investors Fund

   

1.33

%

   

2.07

%

   

1.95

%

   

1.05

%

   

N/A

   

Global Natural Resources Fund

   

1.48

%

   

2.28

%

   

1.86

%

   

1.15

%

   

N/A

   

(a)  In effect from November 3, 2020, until at least April 30, 2022.


65



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, the following amounts are available to be repaid to the Adviser. The Funds have not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.

    Expires
December 31,
2021
  Expires
December 31,
2022
  Expires
December 31,
2023
 

Total

 

RS Partners Fund

 

$

386,406

   

$

344,191

   

$

316,786

   

$

1,047,383

   

RS Value Fund

   

116,096

     

154,554

     

199,071

     

469,721

   

RS Large Cap Alpha Fund

   

236,137

     

327,684

     

314,607

     

878,428

   

RS Investors Fund

   

163,946

     

162,310

     

146,600

     

472,856

   

Global Natural Resources Fund

   

577,205

     

429,505

     

234,015

     

1,240,725

   

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, 2020.

Certain officers and/or interested trustees of the Funds are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.

5. Risks:

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

Equity Risk — 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.

Sector Risk — To the extent the Funds focus in one or more sectors, market or economic factors impacting those sectors could have a significant effect on the value of the Funds' investments and could make the Funds' performance more volatile. For example, the values of companies in the Information Technology sector are particularly vulnerable to economic downturns, short product cycles and aggressive pricing, market competition and changes in government regulation.

Concentration Risk — The Global Natural Resources Fund (herein, the "Fund") may concentrate its investments in a particular industry, as the term "concentration is used in the 1940 Act. 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.

Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have


66



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Funds' investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

6. Borrowing and Interfund Lending:

Line of Credit:

For the year ended December 31, 2020, the Victory Funds Complex and the USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex 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. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to each Fund during the period, if applicable, is presented on the Statements of Operations under Line of credit fees.

The Funds did not utilize the Line of Credit during the year ended December 31, 2020.

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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to 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 Interfund lending income.

The average borrowing and lending for the days outstanding and average interest rate for each Fund during the year ended December 31, 2020, were as follows:

    Borrower or
Lender
  Amount
Outstanding at
December 31,
2020
  Average
Borrowing*
  Days
Borrowing
Outstanding
  Average
Interest
Rate*
  Maximum
Borrowing
During the
Period
 

RS Investors Fund

 

Borrower

 

$

   

$

1,916,000

     

2

     

1.76

%

 

$

1,948,000

   

*  For the year ended December 31, 2020, based on the number of days borrowings were outstanding.

7. Federal Income Tax Information:

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


67



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

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, 2020, on the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:

  Total
Accumulated
Earnings/(Loss)
  Capital  

RS Partners Fund

 

$

180,360

   

$

(180,360

)

 

RS Value Fund

   

(9,599

)

   

9,599

   

RS Large Cap Alpha Fund

   

2,667

     

(2,667

)

 

RS Investors Fund

   

32,579

     

(32,579

)

 

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, 2020

 

 

Distributions Paid From:

 

 

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS Partners Fund

 

$

11

   

$

4,980,318

   

$

4,980,329

   

RS Value Fund

   

5

     

5,814,174

     

5,814,179

   

RS Large Cap Alpha Fund

   

1,415,308

     

16,338,738

     

17,754,046

   

RS Investors Fund

   

     

86,177

     

86,177

   

RS Global Natural Resources Fund

   

325,268

     

     

325,268

   

 

Year Ended December 31, 2019

 

 

Distributions paid from

 

 

  Ordinary
Income
  Net
Long-Term
Capital Gains
  Total
Distributions
Paid
 

RS Partners Fund

 

$

2,917,501

   

$

38,853,618

   

$

41,771,119

   

RS Value Fund

   

3,088,482

     

24,249,837

     

27,338,319

   

RS Large Cap Alpha Fund

   

3,767,453

     

17,315,428

     

21,082,881

   

RS Investors Fund

   

     

1,871,145

     

1,871,145

   

Global Natural Resources Fund

   

294,977

     

     

294,977

   

As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:

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

RS Partners Fund

 

$

1,236,517

   

$

1,236,517

   

$

(9,328,334

)

 

$

73,496,036

   

$

65,404,219

   
RS Value Fund    

698,365

     

698,365

     

(11,867,080

)

   

53,082,204

     

41,913,489

   
RS Large Cap Alpha Fund    

5,493,216

     

5,493,216

     

(577,913

)

   

95,782,420

     

100,697,723

   

RS Investors Fund

   

     

     

(2,106,442

)

   

5,778,932

     

3,672,490

   

RS Global Natural Resources Fund

   

86,746

     

86,746

     

(1,828,289,529

)

   

(95,939,753

)

   

(1,924,142,536

)

 

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


68



Victory Portfolios

  Notes to Financial Statements — continued
December 31, 2020
 

As of the tax year ended December 31, 2020, the following Funds had net capital loss carryforwards ("CLCFs") as summarized in the table below, which are not subject to expiration.

  Short-Term
Amount
  Long-Term
Amount
 

Total

 

RS Partners Fund

 

$

9,328,334

   

$

   

$

9,328,334

   
RS Value Fund    

11,867,080

     

     

11,867,080

   
RS Large Cap Alpha Fund    

577,913

     

     

577,913

   
RS Investors Fund    

2,106,442

     

     

2,106,442

   

RS Global Natural Resources Fund

   

9,316,769

     

1,818,972,760

     

1,828,289,529

   

As of December 31, 2020, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:

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

RS Partners Fund

 

$

271,716,198

   

$

81,536,774

   

$

(8,040,791

)

 

$

73,495,983

   

RS Value Fund

   

261,416,808

     

59,599,467

     

(6,517,263

)

   

53,082,204

   

RS Large Cap Alpha Fund

   

379,375,961

     

105,257,738

     

(9,475,318

)

   

95,782,420

   

RS Investors Fund

   

22,776,471

     

6,410,206

     

(631,283

)

   

5,778,923

   

RS Global Natural Resources Fund

   

246,925,388

     

38,152,363

     

(134,092,443

)

   

(95,940,080

)

 

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, 2020, the shareholders listed below held more than 25% of the shares outstanding of the Funds and may be deemed to control those Funds. Shareholders of record may hold Fund shares for the benefit of their customers.

   

Shareholder

 

Percent

 

RS Partners Fund

 

National Financial Services, LLC

   

30.8

%

 

Global Natural Resources Fund

 

Charles Schwab & Co., Inc.

   

36.4

%

 


69



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, 2020, the related statements of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period 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, 2020, the results of their operations for the year then ended and the changes in their net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Funds' financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 26, 2019, expressed an unqualified opinion on those 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.

COHEN & COMPANY, LTD.
Cleveland, Ohio
February 23, 2021


70



Victory Portfolios

  Supplemental Information
December 31, 2020
 

  (Unaudited)

Trustee and Officer Information

Board of Trustees:

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

The following tables list the Trustees, their date of birth, 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, 8 portfolios in Victory Variable Insurance Funds, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth

  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, Born October 1951

 

Trustee

 

May 2005

 

Consultant (since 2006).

 

Chair and Trustee, Turner Funds (December 2016-December 2017).

 

Nigel D. T. Andrews, Born April 1947

 

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).

 

E. Lee Beard,* Born August 1951

 

Trustee

 

May 2005

 

Retired (since 2015)

 

None.

 

Dennis M. Bushe, Born January 1944

 

Trustee

 

July 2016

 

Retired.

 

Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016).

 


71



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Name and Date of Birth

  Position
Held with
the Trust
  Date
Commenced
Service
  Principal Occupation
During Past 5 Years
  Other
Directorships
Held During
Past 5 Years
 
John L. Kelly,
Born April 1953
 

Trustee

 

February 2015

 

Partner, McCarvill Capital Partners (September 2016- September 2017); Advisor, (January 2016-April 2016) and Managing Partner (August 2014-January 2016) Endgate Commodities LLC.

 

Director, Caledonia Mining Corporation (since May 2012).

 

David L. Meyer,* Born April 1957

 

Trustee

 

December 2008

 

Retired.

 

None.

 

Gloria S. Nelund, Born May 1961

 

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, Born December 1944

 

Chair and Trustee

 

November 1994

 

Private Investor.

 

Chair (since 2013), Caledonia Mining Corporation.

 

Interested Trustee.

 

David C. Brown,** Born May 1972

 

Trustee

 

May 2008

 

Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.

 

Trustee, USAA Mutual Funds Trust.

 

*  The Board has designated Ms. Beard and Mr. Meyer 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.


72



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

Officers:

The officers of the Trust, their date of birth, 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 Date of Birth

  Position with
the Trust
  Date
Commenced
Service
 

Principal Occupation During Past 5 Years

 

Christopher K. Dyer, Born February 1962

 

President

 

February 2006*

 

Director of Mutual Fund Administration, the Adviser.

 

Scott A. Stahorsky, Born July 1969

 

Vice President

 

December 2014

 

Manager, Fund Administration, the Adviser.

 

Erin G. Wagner, Born February 1974

 

Secretary

 

December 2014

 

Associate General Counsel, the Adviser (since 2013).

 

Allan Shaer, Born March 1965

 

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, Born March 1984

 

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 Services, Inc. (since 2018).

 

Colin Kinney, Born October 1973

 

Chief Compliance Officer

 

July 2017

 

Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser.

 
Chuck Booth,
Born April 1960
 

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, Born January 1954

 

Assistant Secretary

 

December 1997

 

Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); 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.


73



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

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 December 31 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. Forms N-PORT 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, 2020, through December 31, 2020.

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
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS Partners Fund

 

Class A Shares

 

$

1,000.00

   

$

1,338.20

   

$

1,017.85

   

$

8.52

   

$

7.35

     

1.45

%

 

Class R Shares

   

1,000.00

     

1,335.50

     

1,016.04

     

10.63

     

9.17

     

1.81

%

 

Class Y Shares

   

1,000.00

     

1,340.10

     

1,019.51

     

6.59

     

5.69

     

1.12

%

 

Member Class**

   

1,000.00

     

1,252.20

     

1,018.85

     

2.27

     

6.34

     

1.25

%

 


74



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 
    Beginning
Account
Value
7/1/20
  Actual
Ending
Account
Value
12/31/20
  Hypothetical
Ending
Account
Value
12/31/20
  Actual
Expenses
Paid
During
Period
7/1/20-
12/31/20
  Hypothetical
Expenses
Paid
During
Period
7/1/20-
12/31/20*
  Annualized
Expense
Ratio
During
Period
7/1/20-
12/31/20
 

RS Value Fund

 

Class A Shares

 

$

1,000.00

   

$

1,259.70

   

$

1,018.60

   

$

7.38

   

$

6.60

     

1.30

%

 

Class C Shares

   

1,000.00

     

1,254.80

     

1,014.73

     

11.73

     

10.48

     

2.07

%

 

Class R Shares

   

1,000.00

     

1,257.50

     

1,016.64

     

9.59

     

8.57

     

1.69

%

 

Class Y Shares

   

1,000.00

     

1,261.30

     

1,019.81

     

6.03

     

5.38

     

1.06

%

 

RS Large Cap Alpha Fund

 

Class A Shares

   

1,000.00

     

1,224.90

     

1,020.66

     

4.98

     

4.52

     

0.89

%

 

Class C Shares

   

1,000.00

     

1,220.10

     

1,016.64

     

9.43

     

8.57

     

1.69

%

 

Class R Shares

   

1,000.00

     

1,222.70

     

1,018.80

     

7.04

     

6.39

     

1.26

%

 

Class Y Shares

   

1,000.00

     

1,226.10

     

1,021.72

     

3.81

     

3.46

     

0.68

%

 

RS Investors Fund

 

Class A Shares

   

1,000.00

     

1,243.20

     

1,018.45

     

7.50

     

6.75

     

1.33

%

 

Class C Shares

   

1,000.00

     

1,237.30

     

1,014.73

     

11.64

     

10.48

     

2.07

%

 

Class R Shares

   

1,000.00

     

1,239.20

     

1,015.33

     

10.98

     

9.88

     

1.95

%

 

Class Y Shares

   

1,000.00

     

1,244.60

     

1,019.86

     

5.92

     

5.33

     

1.05

%

 

Global Natural Resources Fund

 

Class A Shares

   

1,000.00

     

1,599.70

     

1,017.70

     

9.67

     

7.51

     

1.48

%

 

Class C Shares

   

1,000.00

     

1,591.90

     

1,013.67

     

14.85

     

11.54

     

2.28

%

 

Class R Shares

   

1,000.00

     

1,596.20

     

1,015.79

     

12.14

     

9.42

     

1.86

%

 

Class Y Shares

   

1,000.00

     

1,602.20

     

1,019.36

     

7.52

     

5.84

     

1.15

%

 

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

**  Actual Expenses Paid are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 59/366 to reflect the stub period from commencement of operations November 3, 2020, through December 31, 2020.


75



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

Additional Federal Income Tax Information

For the year ended December 31, 2020, the following Funds paid qualified dividend income for the purposes of reduced individual federal income tax rates of:

 

Percent

 

RS Large Cap Alpha Fund

   

100

%

 

RS Global Natural Resources Fund

   

100

%

 

Dividends qualified for corporate dividends received deductions of:

 

Percent

 

RS Large Cap Alpha Fund

   

100

%

 

RS Global Natural Resources Fund

   

100

%

 

For the year ended December 31, 2020, the following Funds designated long-term capital gain distributions:

 

Amount

 

RS Partners Fund

 

$

4,980,318

   

RS Value Fund

   

5,814,174

   

RS Large Cap Alpha Fund

   

16,338,738

   

RS Investors Fund

   

86,177

   

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, 2020, were as follows:

  Foreign
Source
Income
  Foreign
Tax
Expense
 

RS Global Natural Resources Fund

 

$

0.10

   

$

0.01

   


76



Victory Portfolios

  Supplemental Information — continued
December 31, 2020
 

  (Unaudited)

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 "Advisory 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 together with the Advisory Agreement, the "Agreements"), at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Funds and the Agreements provided throughout the year and, more specifically, at a meeting on October 27, 2020 called for the purpose of reviewing the Agreements. In considering whether to approve the Agreement, the Board requested, and the Adviser and 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, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Funds' advisory arrangements by an independent consultant retained through their counsel.

The Board took into consideration regular reports from the Adviser and Sub-Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's (or the Sub-Adviser's) operations.

The Board considered each Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreements should be continued. The Board reviewed numbers factors with respect to each Fund, including 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;

•  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;


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•  The fees payable for the services;

•  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 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 an 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 also reviewed the compliance and administrative services provided to the Funds by the Adviser and its affiliates, including the Adviser's oversight of the Funds' day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Funds and the Trust.

With respect to the Global Natural Resources Fund, the Board also considered information concerning the fee paid to the Sub-Adviser under the Sub-Advisory Agreement. The Board considered the relative roles and responsibilities of the Adviser and Sub-Adviser with respect to the Fund and noted that, among other things: (1) the sub-advisory fees for the Fund are paid by the Adviser and, therefore, are not a direct expense of the Fund; and (2) the Adviser supervises 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 fees and other information related to the Sub-Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. 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 the Fund grows would have no direct impact on the Fund or its shareholders.

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


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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 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, 2020, to that of the median performance of the Fund's 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 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; 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, 2020, to that of the median performance of the Fund's 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. 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 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, 2020, to that of the median performance of the Fund's 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. 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 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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RS Investors Fund

The Board compared the Fund's Class A performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's 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, and underperformed the peer group median for all of the periods reviewed, with the exception of the ten-year period. 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 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.

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, 2020, to that of the median performance of the Fund's 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 noted its numerous discussions with the Adviser and Sub-Adviser throughout the year, and in prior years, about, among other things, 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 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


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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.


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Privacy Policy

Protecting the Privacy of Information

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

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

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

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



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)  
    800-235-8396 for Member Class  

VPRSVF-AR (12/20)



 

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.

 

    2020   2019  
(a) Audit Fees (1)   $ 297,500   $ 297,500  
(b) Audit-Related Fees (2)     0     0  
(c) Tax Fees (3)     87,750     87,750  
(d) All Other Fees (4)     3,327     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 year ended December 31, 2020, fees represent the consent related to Member Class Registration Statements as of June 10, 2020, and Review and Consent of the Registration Statements for six portfolios as of August 21, 2020. For the fiscal year ended December 31, 2019, 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 2020 and 2019 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)

 

2020     $ 0  
2019     $ 0  

 

(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 March 3, 2021  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Christopher K. Dyer  
  Christopher K. Dyer, Principal Executive Officer  

 

Date March 3, 2021  

 

By (Signature and Title)* /s/ Allan Shaer  
  Allan Shaer, Principal Financial Officer  

 

 

Date March 3, 2021  

 

 

 

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 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.

 

4

 

 

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: 1/22/21

 

 

 

 

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: 1/22/21

 

 

 

 

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: 1/22/21

 

 

 

 

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: 1/22/21

 

 

 

 

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.

 

March 3, 2021     /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.

 

March 3, 2021   /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, 2020 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.

 

March 3, 2021  
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, 2020 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.

 

March 3, 2021  
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.