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)
 
15935 La Cantera Parkway Building Two, San Antonio, Texas           78256
(Address of principal executive offices)                             (Zip code)
 
Jay G. Baris & Matt Kutner, Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019
(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: June 30, 2025
 
 
 
Item 1. Reports to Stockholders.
 
(a)  
 
 
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Victory RS Partners Fund 

Image

Class A  

Ticker: RSPFX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Partners Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$65
1.33%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$541,123
Number of Holdings
69
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Consumer Staples
3.0%
Information Technology
4.5%
Utilities
5.4%
Health Care
5.4%
Materials
5.8%
Energy
6.0%
Real Estate
8.6%
Consumer Discretionary
10.1%
Industrials
13.5%
FinancialsFootnote Reference**
34.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
3.8%
Old National Bancorp
3.0%
White Mountains Insurance Group Ltd.
3.0%
Ameris Bancorp
2.9%
UMB Financial Corp.
2.8%
Prosperity Bancshares, Inc.
2.6%
The Bank of NT Butterfield & Son Ltd.
2.5%
Renasant Corp.
2.5%
FNB Corp.
2.3%
Euronet Worldwide, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSPFX — SAR (6/25)

Victory RS Partners Fund 

Image

Class R  

Ticker: RSPKX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Partners Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R
$83
1.69%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$541,123
Number of Holdings
69
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Consumer Staples
3.0%
Information Technology
4.5%
Utilities
5.4%
Health Care
5.4%
Materials
5.8%
Energy
6.0%
Real Estate
8.6%
Consumer Discretionary
10.1%
Industrials
13.5%
FinancialsFootnote Reference**
34.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
3.8%
Old National Bancorp
3.0%
White Mountains Insurance Group Ltd.
3.0%
Ameris Bancorp
2.9%
UMB Financial Corp.
2.8%
Prosperity Bancshares, Inc.
2.6%
The Bank of NT Butterfield & Son Ltd.
2.5%
Renasant Corp.
2.5%
FNB Corp.
2.3%
Euronet Worldwide, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSPKX — SAR (6/25)

Victory RS Partners Fund 

Image

Class R6  

Ticker: RPPRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Partners Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$44
0.89%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$541,123
Number of Holdings
69
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Consumer Staples
3.0%
Information Technology
4.5%
Utilities
5.4%
Health Care
5.4%
Materials
5.8%
Energy
6.0%
Real Estate
8.6%
Consumer Discretionary
10.1%
Industrials
13.5%
FinancialsFootnote Reference**
34.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
3.8%
Old National Bancorp
3.0%
White Mountains Insurance Group Ltd.
3.0%
Ameris Bancorp
2.9%
UMB Financial Corp.
2.8%
Prosperity Bancshares, Inc.
2.6%
The Bank of NT Butterfield & Son Ltd.
2.5%
Renasant Corp.
2.5%
FNB Corp.
2.3%
Euronet Worldwide, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RPPRX — SAR (6/25)

Victory RS Partners Fund 

Image

Class Y  

Ticker: RSPYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Partners Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$46
0.94%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$541,123
Number of Holdings
69
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Consumer Staples
3.0%
Information Technology
4.5%
Utilities
5.4%
Health Care
5.4%
Materials
5.8%
Energy
6.0%
Real Estate
8.6%
Consumer Discretionary
10.1%
Industrials
13.5%
FinancialsFootnote Reference**
34.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
3.8%
Old National Bancorp
3.0%
White Mountains Insurance Group Ltd.
3.0%
Ameris Bancorp
2.9%
UMB Financial Corp.
2.8%
Prosperity Bancshares, Inc.
2.6%
The Bank of NT Butterfield & Son Ltd.
2.5%
Renasant Corp.
2.5%
FNB Corp.
2.3%
Euronet Worldwide, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSPYX — SAR (6/25)

Victory RS Partners Fund 

Image

Member Class  

Ticker: RSPMX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Partners Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-235-8396 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Member Class
$55
1.13%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$541,123
Number of Holdings
69
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Consumer Staples
3.0%
Information Technology
4.5%
Utilities
5.4%
Health Care
5.4%
Materials
5.8%
Energy
6.0%
Real Estate
8.6%
Consumer Discretionary
10.1%
Industrials
13.5%
FinancialsFootnote Reference**
34.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
3.8%
Old National Bancorp
3.0%
White Mountains Insurance Group Ltd.
3.0%
Ameris Bancorp
2.9%
UMB Financial Corp.
2.8%
Prosperity Bancshares, Inc.
2.6%
The Bank of NT Butterfield & Son Ltd.
2.5%
Renasant Corp.
2.5%
FNB Corp.
2.3%
Euronet Worldwide, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-235-8396 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSPMX — SAR (6/25)

Victory RS Value Fund 

Image

Class A  

Ticker: RSVAX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Value Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$65
1.30%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$259,120
Number of Holdings
57
Portfolio Turnover
27%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Materials
4.3%
Consumer Staples
6.3%
Energy
6.3%
Utilities
6.6%
Consumer Discretionary
7.7%
Real Estate
7.9%
Health Care
8.3%
Information Technology
8.3%
Industrials
18.2%
Financials
23.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.4%
SS&C Technologies Holdings, Inc.
2.8%
NNN REIT, Inc.
2.5%
Nice Ltd., ADR
2.4%
FirstEnergy Corp.
2.3%
Teva Pharmaceutical Industries Ltd., ADR
2.3%
Encompass Health Corp.
2.3%
Everest Group Ltd.
2.2%
LKQ Corp.
2.2%
U.S. Foods Holding Corp.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSVAX — SAR (6/25)

Victory RS Value Fund 

Image

Class C  

Ticker: RVACX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Value Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$103
2.07%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$259,120
Number of Holdings
57
Portfolio Turnover
27%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Materials
4.3%
Consumer Staples
6.3%
Energy
6.3%
Utilities
6.6%
Consumer Discretionary
7.7%
Real Estate
7.9%
Health Care
8.3%
Information Technology
8.3%
Industrials
18.2%
Financials
23.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.4%
SS&C Technologies Holdings, Inc.
2.8%
NNN REIT, Inc.
2.5%
Nice Ltd., ADR
2.4%
FirstEnergy Corp.
2.3%
Teva Pharmaceutical Industries Ltd., ADR
2.3%
Encompass Health Corp.
2.3%
Everest Group Ltd.
2.2%
LKQ Corp.
2.2%
U.S. Foods Holding Corp.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RVACX — SAR (6/25)

Victory RS Value Fund 

Image

Class Y  

Ticker: RSVYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Value Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$53
1.06%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$259,120
Number of Holdings
57
Portfolio Turnover
27%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Materials
4.3%
Consumer Staples
6.3%
Energy
6.3%
Utilities
6.6%
Consumer Discretionary
7.7%
Real Estate
7.9%
Health Care
8.3%
Information Technology
8.3%
Industrials
18.2%
Financials
23.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.4%
SS&C Technologies Holdings, Inc.
2.8%
NNN REIT, Inc.
2.5%
Nice Ltd., ADR
2.4%
FirstEnergy Corp.
2.3%
Teva Pharmaceutical Industries Ltd., ADR
2.3%
Encompass Health Corp.
2.3%
Everest Group Ltd.
2.2%
LKQ Corp.
2.2%
U.S. Foods Holding Corp.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSVYX — SAR (6/25)

Victory RS Large Cap Alpha Fund 

Image

Class A  

Ticker: GPAFX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Large Cap Alpha Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$45
0.89%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$520,935
Number of Holdings
51
Portfolio Turnover
25%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
3.4%
Real Estate
3.6%
Utilities
4.0%
Consumer Discretionary
5.0%
Energy
5.8%
Consumer Staples
7.1%
Information Technology
8.9%
Health Care
15.4%
Industrials
16.1%
Financials
23.5%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Citigroup, Inc.
3.6%
Fairfax Financial Holdings Ltd.
3.4%
KeyCorp
3.3%
Everest Group Ltd.
3.2%
The Cigna Group
3.2%
SS&C Technologies Holdings, Inc.
2.7%
JPMorgan Chase & Co.
2.5%
Exxon Mobil Corp.
2.4%
CACI International, Inc., Class A
2.4%
Exelon Corp.
2.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

GPAFX — SAR (6/25)

Victory RS Large Cap Alpha Fund 

Image

Class C  

Ticker: RCOCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Large Cap Alpha Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$86
1.69%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$520,935
Number of Holdings
51
Portfolio Turnover
25%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
3.4%
Real Estate
3.6%
Utilities
4.0%
Consumer Discretionary
5.0%
Energy
5.8%
Consumer Staples
7.1%
Information Technology
8.9%
Health Care
15.4%
Industrials
16.1%
Financials
23.5%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Citigroup, Inc.
3.6%
Fairfax Financial Holdings Ltd.
3.4%
KeyCorp
3.3%
Everest Group Ltd.
3.2%
The Cigna Group
3.2%
SS&C Technologies Holdings, Inc.
2.7%
JPMorgan Chase & Co.
2.5%
Exxon Mobil Corp.
2.4%
CACI International, Inc., Class A
2.4%
Exelon Corp.
2.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RCOCX — SAR (6/25)

Victory RS Large Cap Alpha Fund 

Image

Class Y  

Ticker: RCEYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Large Cap Alpha Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$35
0.68%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$520,935
Number of Holdings
51
Portfolio Turnover
25%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
3.4%
Real Estate
3.6%
Utilities
4.0%
Consumer Discretionary
5.0%
Energy
5.8%
Consumer Staples
7.1%
Information Technology
8.9%
Health Care
15.4%
Industrials
16.1%
Financials
23.5%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Citigroup, Inc.
3.6%
Fairfax Financial Holdings Ltd.
3.4%
KeyCorp
3.3%
Everest Group Ltd.
3.2%
The Cigna Group
3.2%
SS&C Technologies Holdings, Inc.
2.7%
JPMorgan Chase & Co.
2.5%
Exxon Mobil Corp.
2.4%
CACI International, Inc., Class A
2.4%
Exelon Corp.
2.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RCEYX — SAR (6/25)

Victory RS Investors Fund 

Image

Class A  

Ticker: RSINX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Investors Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$66
1.33%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,568
Number of Holdings
30
Portfolio Turnover
32%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
2.7%
Materials
2.8%
Utilities
3.7%
Consumer Discretionary
4.9%
Energy
5.0%
Consumer Staples
5.7%
Information Technology
7.1%
Health Care
11.7%
Industrials
14.4%
FinancialsFootnote Reference**
35.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.8%
White Mountains Insurance Group Ltd.
4.4%
Citigroup, Inc.
4.1%
Unum Group
4.0%
Gates Industrial Corp. PLC
3.9%
Prosperity Bancshares, Inc.
3.9%
FirstEnergy Corp.
3.7%
Trimble, Inc.
3.6%
SS&C Technologies Holdings, Inc.
3.6%
CACI International, Inc., Class A
3.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSINX — SAR (6/25)

Victory RS Investors Fund 

Image

Class C  

Ticker: RIVCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Investors Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$103
2.07%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,568
Number of Holdings
30
Portfolio Turnover
32%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
2.7%
Materials
2.8%
Utilities
3.7%
Consumer Discretionary
4.9%
Energy
5.0%
Consumer Staples
5.7%
Information Technology
7.1%
Health Care
11.7%
Industrials
14.4%
FinancialsFootnote Reference**
35.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.8%
White Mountains Insurance Group Ltd.
4.4%
Citigroup, Inc.
4.1%
Unum Group
4.0%
Gates Industrial Corp. PLC
3.9%
Prosperity Bancshares, Inc.
3.9%
FirstEnergy Corp.
3.7%
Trimble, Inc.
3.6%
SS&C Technologies Holdings, Inc.
3.6%
CACI International, Inc., Class A
3.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RIVCX — SAR (6/25)

Victory RS Investors Fund 

Image

Class Y  

Ticker: RSIYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Investors Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$52
1.05%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,568
Number of Holdings
30
Portfolio Turnover
32%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
2.7%
Materials
2.8%
Utilities
3.7%
Consumer Discretionary
4.9%
Energy
5.0%
Consumer Staples
5.7%
Information Technology
7.1%
Health Care
11.7%
Industrials
14.4%
FinancialsFootnote Reference**
35.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Globe Life, Inc.
4.8%
White Mountains Insurance Group Ltd.
4.4%
Citigroup, Inc.
4.1%
Unum Group
4.0%
Gates Industrial Corp. PLC
3.9%
Prosperity Bancshares, Inc.
3.9%
FirstEnergy Corp.
3.7%
Trimble, Inc.
3.6%
SS&C Technologies Holdings, Inc.
3.6%
CACI International, Inc., Class A
3.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSIYX — SAR (6/25)

Victory Global Energy Transition Fund 

Image

Class A  

Ticker: RSNRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Global Energy Transition Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us. This report describes changes to the Fund that occurred during the period.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$81
1.48%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$373,083
Number of Holdings
33
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
1.4%
Industrials
3.4%
Energy
34.5%
Materials
57.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Compass Minerals International, Inc.
17.2%
Ivanhoe Electric, Inc.
7.3%
Iluka Resources Ltd.
6.5%
MAC Copper Ltd.
6.4%
Enterprise Products Partners LP
4.8%
Linde PLC
4.8%
Keyera Corp.
4.6%
Range Resources Corp.
4.2%
First Quantum Minerals Ltd.
4.1%
Norsk Hydro ASA
4.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSNRX — SAR (6/25)

Victory Global Energy Transition Fund 

Image

Class C  

Ticker: RGNCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Global Energy Transition Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$125
2.28%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$373,083
Number of Holdings
33
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
1.4%
Industrials
3.4%
Energy
34.5%
Materials
57.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Compass Minerals International, Inc.
17.2%
Ivanhoe Electric, Inc.
7.3%
Iluka Resources Ltd.
6.5%
MAC Copper Ltd.
6.4%
Enterprise Products Partners LP
4.8%
Linde PLC
4.8%
Keyera Corp.
4.6%
Range Resources Corp.
4.2%
First Quantum Minerals Ltd.
4.1%
Norsk Hydro ASA
4.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGNCX — SAR (6/25)

Victory Global Energy Transition Fund 

Image

Class Y  

Ticker: RSNYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Global Energy Transition Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$63
1.15%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$373,083
Number of Holdings
33
Portfolio Turnover
28%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
1.4%
Industrials
3.4%
Energy
34.5%
Materials
57.2%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Compass Minerals International, Inc.
17.2%
Ivanhoe Electric, Inc.
7.3%
Iluka Resources Ltd.
6.5%
MAC Copper Ltd.
6.4%
Enterprise Products Partners LP
4.8%
Linde PLC
4.8%
Keyera Corp.
4.6%
Range Resources Corp.
4.2%
First Quantum Minerals Ltd.
4.1%
Norsk Hydro ASA
4.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSNYX — SAR (6/25)

Victory RS Small Cap Growth Fund 

Image

Class A  

Ticker: RSEGX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Small Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$67
1.40%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$395,222
Number of Holdings
109
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
0.5%
Materials
2.3%
Energy
2.4%
Consumer Staples
3.6%
Consumer Discretionary
8.3%
Financials
8.9%
Industrials
19.8%
Health Care
24.6%
Information TechnologyFootnote Reference**
28.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Fabrinet
3.0%
Applied Industrial Technologies, Inc.
2.0%
Varonis Systems, Inc.
1.9%
Wintrust Financial Corp.
1.8%
SPX Technologies, Inc.
1.8%
MACOM Technology Solutions Holdings, Inc.
1.7%
Primoris Services Corp.
1.7%
Q2 Holdings, Inc.
1.7%
WisdomTree, Inc.
1.6%
Mirion Technologies, Inc.
1.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSEGX — SAR (6/25)

Victory RS Small Cap Growth Fund 

Image

Class C  

Ticker: REGWX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Small Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$103
2.16%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$395,222
Number of Holdings
109
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
0.5%
Materials
2.3%
Energy
2.4%
Consumer Staples
3.6%
Consumer Discretionary
8.3%
Financials
8.9%
Industrials
19.8%
Health Care
24.6%
Information TechnologyFootnote Reference**
28.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Fabrinet
3.0%
Applied Industrial Technologies, Inc.
2.0%
Varonis Systems, Inc.
1.9%
Wintrust Financial Corp.
1.8%
SPX Technologies, Inc.
1.8%
MACOM Technology Solutions Holdings, Inc.
1.7%
Primoris Services Corp.
1.7%
Q2 Holdings, Inc.
1.7%
WisdomTree, Inc.
1.6%
Mirion Technologies, Inc.
1.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

REGWX — SAR (6/25)

Victory RS Small Cap Growth Fund 

Image

Class R6  

Ticker: RSEJX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Small Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$51
1.06%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$395,222
Number of Holdings
109
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
0.5%
Materials
2.3%
Energy
2.4%
Consumer Staples
3.6%
Consumer Discretionary
8.3%
Financials
8.9%
Industrials
19.8%
Health Care
24.6%
Information TechnologyFootnote Reference**
28.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Fabrinet
3.0%
Applied Industrial Technologies, Inc.
2.0%
Varonis Systems, Inc.
1.9%
Wintrust Financial Corp.
1.8%
SPX Technologies, Inc.
1.8%
MACOM Technology Solutions Holdings, Inc.
1.7%
Primoris Services Corp.
1.7%
Q2 Holdings, Inc.
1.7%
WisdomTree, Inc.
1.6%
Mirion Technologies, Inc.
1.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSEJX — SAR (6/25)

Victory RS Small Cap Growth Fund 

Image

Class Y  

Ticker: RSYEX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Small Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$54
1.13%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$395,222
Number of Holdings
109
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
0.5%
Materials
2.3%
Energy
2.4%
Consumer Staples
3.6%
Consumer Discretionary
8.3%
Financials
8.9%
Industrials
19.8%
Health Care
24.6%
Information TechnologyFootnote Reference**
28.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Fabrinet
3.0%
Applied Industrial Technologies, Inc.
2.0%
Varonis Systems, Inc.
1.9%
Wintrust Financial Corp.
1.8%
SPX Technologies, Inc.
1.8%
MACOM Technology Solutions Holdings, Inc.
1.7%
Primoris Services Corp.
1.7%
Q2 Holdings, Inc.
1.7%
WisdomTree, Inc.
1.6%
Mirion Technologies, Inc.
1.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSYEX — SAR (6/25)

Victory RS Select Growth Fund 

Image

Class A  

Ticker: RSDGX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Select Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$68
1.40%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$83,819
Number of Holdings
68
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
0.8%
Materials
1.7%
Energy
1.9%
Consumer Staples
5.3%
Consumer Discretionary
10.8%
Financials
11.8%
Industrials
19.3%
Health Care
20.2%
Information TechnologyFootnote Reference**
27.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

CyberArk Software Ltd.
3.7%
Natera, Inc.
3.0%
Check Point Software Technologies Ltd.
2.9%
Fabrinet
2.7%
Q2 Holdings, Inc.
2.6%
Clean Harbors, Inc.
2.6%
Insmed, Inc.
2.4%
Applied Industrial Technologies, Inc.
2.3%
Wintrust Financial Corp.
2.3%
BJ's Wholesale Club Holdings, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSDGX — SAR (6/25)

Victory RS Select Growth Fund 

Image

Class C  

Ticker: RSGFX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Select Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$106
2.18%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$83,819
Number of Holdings
68
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
0.8%
Materials
1.7%
Energy
1.9%
Consumer Staples
5.3%
Consumer Discretionary
10.8%
Financials
11.8%
Industrials
19.3%
Health Care
20.2%
Information TechnologyFootnote Reference**
27.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

CyberArk Software Ltd.
3.7%
Natera, Inc.
3.0%
Check Point Software Technologies Ltd.
2.9%
Fabrinet
2.7%
Q2 Holdings, Inc.
2.6%
Clean Harbors, Inc.
2.6%
Insmed, Inc.
2.4%
Applied Industrial Technologies, Inc.
2.3%
Wintrust Financial Corp.
2.3%
BJ's Wholesale Club Holdings, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSGFX — SAR (6/25)

Victory RS Select Growth Fund 

Image

Class R6  

Ticker: RSSRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Select Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$52
1.06%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$83,819
Number of Holdings
68
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
0.8%
Materials
1.7%
Energy
1.9%
Consumer Staples
5.3%
Consumer Discretionary
10.8%
Financials
11.8%
Industrials
19.3%
Health Care
20.2%
Information TechnologyFootnote Reference**
27.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

CyberArk Software Ltd.
3.7%
Natera, Inc.
3.0%
Check Point Software Technologies Ltd.
2.9%
Fabrinet
2.7%
Q2 Holdings, Inc.
2.6%
Clean Harbors, Inc.
2.6%
Insmed, Inc.
2.4%
Applied Industrial Technologies, Inc.
2.3%
Wintrust Financial Corp.
2.3%
BJ's Wholesale Club Holdings, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSSRX — SAR (6/25)

Victory RS Select Growth Fund 

Image

Class Y  

Ticker: RSSYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Select Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$56
1.14%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$83,819
Number of Holdings
68
Portfolio Turnover
54%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Communication Services
0.8%
Materials
1.7%
Energy
1.9%
Consumer Staples
5.3%
Consumer Discretionary
10.8%
Financials
11.8%
Industrials
19.3%
Health Care
20.2%
Information TechnologyFootnote Reference**
27.4%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

CyberArk Software Ltd.
3.7%
Natera, Inc.
3.0%
Check Point Software Technologies Ltd.
2.9%
Fabrinet
2.7%
Q2 Holdings, Inc.
2.6%
Clean Harbors, Inc.
2.6%
Insmed, Inc.
2.4%
Applied Industrial Technologies, Inc.
2.3%
Wintrust Financial Corp.
2.3%
BJ's Wholesale Club Holdings, Inc.
2.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSSYX — SAR (6/25)

Victory RS Mid Cap Growth Fund 

Image

Class A  

Ticker: RSMOX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Mid Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$61
1.20%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$71,809
Number of Holdings
91
Portfolio Turnover
56%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
2.6%
Utilities
3.2%
Consumer Staples
3.8%
Communication Services
7.1%
Health Care
14.0%
Financials
14.2%
Consumer Discretionary
15.9%
Industrials
17.8%
Information Technology
20.1%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Natera, Inc.
2.7%
Royal Caribbean Cruises Ltd.
2.4%
Burlington Stores, Inc.
2.2%
ROBLOX Corp., Class A
2.2%
Axon Enterprise, Inc.
2.2%
Vistra Corp.
2.2%
Cloudflare, Inc., Class A
2.2%
Howmet Aerospace, Inc.
2.0%
Ameriprise Financial, Inc.
2.0%
Carvana Co.
1.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSMOX — SAR (6/25)

Victory RS Mid Cap Growth Fund 

Image

Class C  

Ticker: RMOCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Mid Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$107
2.11%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$71,809
Number of Holdings
91
Portfolio Turnover
56%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
2.6%
Utilities
3.2%
Consumer Staples
3.8%
Communication Services
7.1%
Health Care
14.0%
Financials
14.2%
Consumer Discretionary
15.9%
Industrials
17.8%
Information Technology
20.1%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Natera, Inc.
2.7%
Royal Caribbean Cruises Ltd.
2.4%
Burlington Stores, Inc.
2.2%
ROBLOX Corp., Class A
2.2%
Axon Enterprise, Inc.
2.2%
Vistra Corp.
2.2%
Cloudflare, Inc., Class A
2.2%
Howmet Aerospace, Inc.
2.0%
Ameriprise Financial, Inc.
2.0%
Carvana Co.
1.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RMOCX — SAR (6/25)

Victory RS Mid Cap Growth Fund 

Image

Class R6  

Ticker: RMORX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Mid Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$48
0.94%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$71,809
Number of Holdings
91
Portfolio Turnover
56%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
2.6%
Utilities
3.2%
Consumer Staples
3.8%
Communication Services
7.1%
Health Care
14.0%
Financials
14.2%
Consumer Discretionary
15.9%
Industrials
17.8%
Information Technology
20.1%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Natera, Inc.
2.7%
Royal Caribbean Cruises Ltd.
2.4%
Burlington Stores, Inc.
2.2%
ROBLOX Corp., Class A
2.2%
Axon Enterprise, Inc.
2.2%
Vistra Corp.
2.2%
Cloudflare, Inc., Class A
2.2%
Howmet Aerospace, Inc.
2.0%
Ameriprise Financial, Inc.
2.0%
Carvana Co.
1.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RMORX — SAR (6/25)

Victory RS Mid Cap Growth Fund 

Image

Class Y  

Ticker: RMOYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Mid Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$48
0.95%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$71,809
Number of Holdings
91
Portfolio Turnover
56%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
2.6%
Utilities
3.2%
Consumer Staples
3.8%
Communication Services
7.1%
Health Care
14.0%
Financials
14.2%
Consumer Discretionary
15.9%
Industrials
17.8%
Information Technology
20.1%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Natera, Inc.
2.7%
Royal Caribbean Cruises Ltd.
2.4%
Burlington Stores, Inc.
2.2%
ROBLOX Corp., Class A
2.2%
Axon Enterprise, Inc.
2.2%
Vistra Corp.
2.2%
Cloudflare, Inc., Class A
2.2%
Howmet Aerospace, Inc.
2.0%
Ameriprise Financial, Inc.
2.0%
Carvana Co.
1.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RMOYX — SAR (6/25)

Victory RS Mid Cap Growth Fund 

Image

Member Class  

Ticker: RMOMX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Mid Cap Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-235-8396 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Member Class
$53
1.05%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$71,809
Number of Holdings
91
Portfolio Turnover
56%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
2.6%
Utilities
3.2%
Consumer Staples
3.8%
Communication Services
7.1%
Health Care
14.0%
Financials
14.2%
Consumer Discretionary
15.9%
Industrials
17.8%
Information Technology
20.1%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Natera, Inc.
2.7%
Royal Caribbean Cruises Ltd.
2.4%
Burlington Stores, Inc.
2.2%
ROBLOX Corp., Class A
2.2%
Axon Enterprise, Inc.
2.2%
Vistra Corp.
2.2%
Cloudflare, Inc., Class A
2.2%
Howmet Aerospace, Inc.
2.0%
Ameriprise Financial, Inc.
2.0%
Carvana Co.
1.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-235-8396 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RMOMX — SAR (6/25)

Victory RS Growth Fund 

Image

Class A  

Ticker: RSGRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$56
1.10%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$352,668
Number of Holdings
45
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
0.3%
Consumer Staples
2.2%
Industrials
5.0%
Financials
6.3%
Health Care
7.0%
Consumer Discretionary
11.6%
Communication Services
15.0%
Information TechnologyFootnote Reference**
52.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
13.0%
Microsoft Corp.
12.2%
Apple, Inc.
8.6%
Meta Platforms, Inc., Class A
6.5%
Amazon.com, Inc.
5.2%
Alphabet, Inc., Class C
4.0%
Netflix, Inc.
3.7%
Visa, Inc., Class A
3.5%
Eli Lilly & Co.
3.2%
Broadcom, Inc.
3.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSGRX — SAR (6/25)

Victory RS Growth Fund 

Image

Class C  

Ticker: RGWCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$99
1.93%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$352,668
Number of Holdings
45
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
0.3%
Consumer Staples
2.2%
Industrials
5.0%
Financials
6.3%
Health Care
7.0%
Consumer Discretionary
11.6%
Communication Services
15.0%
Information TechnologyFootnote Reference**
52.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
13.0%
Microsoft Corp.
12.2%
Apple, Inc.
8.6%
Meta Platforms, Inc., Class A
6.5%
Amazon.com, Inc.
5.2%
Alphabet, Inc., Class C
4.0%
Netflix, Inc.
3.7%
Visa, Inc., Class A
3.5%
Eli Lilly & Co.
3.2%
Broadcom, Inc.
3.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGWCX — SAR (6/25)

Victory RS Growth Fund 

Image

Class Y  

Ticker: RGRYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Growth Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$43
0.83%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$352,668
Number of Holdings
45
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Energy
0.3%
Consumer Staples
2.2%
Industrials
5.0%
Financials
6.3%
Health Care
7.0%
Consumer Discretionary
11.6%
Communication Services
15.0%
Information TechnologyFootnote Reference**
52.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
13.0%
Microsoft Corp.
12.2%
Apple, Inc.
8.6%
Meta Platforms, Inc., Class A
6.5%
Amazon.com, Inc.
5.2%
Alphabet, Inc., Class C
4.0%
Netflix, Inc.
3.7%
Visa, Inc., Class A
3.5%
Eli Lilly & Co.
3.2%
Broadcom, Inc.
3.2%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGRYX — SAR (6/25)

Victory RS Science and Technology Fund 

Image

Class A  

Ticker: RSIFX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Science and Technology Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$75
1.47%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$203,030
Number of Holdings
82
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Financials
3.1%
Consumer Discretionary
3.8%
Communication Services
16.7%
Health Care
18.3%
Information TechnologyFootnote Reference**
58.0%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
9.3%
Meta Platforms, Inc., Class A
8.8%
Microsoft Corp.
8.5%
AppLovin Corp., Class A
4.6%
Netflix, Inc.
4.3%
Amazon.com, Inc.
3.8%
Varonis Systems, Inc.
2.8%
ServiceNow, Inc.
2.8%
MACOM Technology Solutions Holdings, Inc.
2.6%
Fair Isaac Corp.
2.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSIFX — SAR (6/25)

Victory RS Science and Technology Fund 

Image

Class C  

Ticker: RINCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Science and Technology Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$116
2.28%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$203,030
Number of Holdings
82
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Financials
3.1%
Consumer Discretionary
3.8%
Communication Services
16.7%
Health Care
18.3%
Information TechnologyFootnote Reference**
58.0%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
9.3%
Meta Platforms, Inc., Class A
8.8%
Microsoft Corp.
8.5%
AppLovin Corp., Class A
4.6%
Netflix, Inc.
4.3%
Amazon.com, Inc.
3.8%
Varonis Systems, Inc.
2.8%
ServiceNow, Inc.
2.8%
MACOM Technology Solutions Holdings, Inc.
2.6%
Fair Isaac Corp.
2.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RINCX — SAR (6/25)

Victory RS Science and Technology Fund 

Image

Class Y  

Ticker: RIFYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Science and Technology Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$63
1.24%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$203,030
Number of Holdings
82
Portfolio Turnover
14%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Financials
3.1%
Consumer Discretionary
3.8%
Communication Services
16.7%
Health Care
18.3%
Information TechnologyFootnote Reference**
58.0%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
9.3%
Meta Platforms, Inc., Class A
8.8%
Microsoft Corp.
8.5%
AppLovin Corp., Class A
4.6%
Netflix, Inc.
4.3%
Amazon.com, Inc.
3.8%
Varonis Systems, Inc.
2.8%
ServiceNow, Inc.
2.8%
MACOM Technology Solutions Holdings, Inc.
2.6%
Fair Isaac Corp.
2.5%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
In the Schedule of Portfolio Investments, if a sector comprises more than 25% of the net assets of the Fund, the securities in that sector are displayed at the industry classification level.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RIFYX — SAR (6/25)

Victory RS International Fund 

Image

Class A  

Ticker: GUBGX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS International Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$61
1.13%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$509,710
Number of Holdings
83
Portfolio Turnover
13%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
3.0%
Energy
3.1%
Materials
4.9%
Communication Services
5.1%
Consumer Staples
8.4%
Consumer Discretionary
8.7%
Information Technology
9.8%
Health Care
10.5%
Industrials
16.0%
Financials
23.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Allianz SE, Registered Shares
2.7%
SAP SE
2.6%
Novartis AG, Registered Shares
2.6%
Roche Holding AG
2.5%
HSBC Holdings PLC
2.3%
Barclays PLC
2.3%
Banco Bilbao Vizcaya Argentaria SA
2.2%
Siemens AG, Registered Shares
2.2%
Nestle SA, Registered Shares
2.1%
Safran SA
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

GUBGX — SAR (6/25)

Victory RS International Fund 

Image

Class C  

Ticker: RIGCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS International Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$102
1.88%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$509,710
Number of Holdings
83
Portfolio Turnover
13%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
3.0%
Energy
3.1%
Materials
4.9%
Communication Services
5.1%
Consumer Staples
8.4%
Consumer Discretionary
8.7%
Information Technology
9.8%
Health Care
10.5%
Industrials
16.0%
Financials
23.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Allianz SE, Registered Shares
2.7%
SAP SE
2.6%
Novartis AG, Registered Shares
2.6%
Roche Holding AG
2.5%
HSBC Holdings PLC
2.3%
Barclays PLC
2.3%
Banco Bilbao Vizcaya Argentaria SA
2.2%
Siemens AG, Registered Shares
2.2%
Nestle SA, Registered Shares
2.1%
Safran SA
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RIGCX — SAR (6/25)

Victory RS International Fund 

Image

Class R  

Ticker: RIGKX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS International Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R
$75
1.38%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$509,710
Number of Holdings
83
Portfolio Turnover
13%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
3.0%
Energy
3.1%
Materials
4.9%
Communication Services
5.1%
Consumer Staples
8.4%
Consumer Discretionary
8.7%
Information Technology
9.8%
Health Care
10.5%
Industrials
16.0%
Financials
23.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Allianz SE, Registered Shares
2.7%
SAP SE
2.6%
Novartis AG, Registered Shares
2.6%
Roche Holding AG
2.5%
HSBC Holdings PLC
2.3%
Barclays PLC
2.3%
Banco Bilbao Vizcaya Argentaria SA
2.2%
Siemens AG, Registered Shares
2.2%
Nestle SA, Registered Shares
2.1%
Safran SA
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RIGKX — SAR (6/25)

Victory RS International Fund 

Image

Class R6  

Ticker: RSIRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS International Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$45
0.83%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$509,710
Number of Holdings
83
Portfolio Turnover
13%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
3.0%
Energy
3.1%
Materials
4.9%
Communication Services
5.1%
Consumer Staples
8.4%
Consumer Discretionary
8.7%
Information Technology
9.8%
Health Care
10.5%
Industrials
16.0%
Financials
23.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Allianz SE, Registered Shares
2.7%
SAP SE
2.6%
Novartis AG, Registered Shares
2.6%
Roche Holding AG
2.5%
HSBC Holdings PLC
2.3%
Barclays PLC
2.3%
Banco Bilbao Vizcaya Argentaria SA
2.2%
Siemens AG, Registered Shares
2.2%
Nestle SA, Registered Shares
2.1%
Safran SA
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSIRX — SAR (6/25)

Victory RS International Fund 

Image

Class Y  

Ticker: RSIGX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS International Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$48
0.88%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$509,710
Number of Holdings
83
Portfolio Turnover
13%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
3.0%
Energy
3.1%
Materials
4.9%
Communication Services
5.1%
Consumer Staples
8.4%
Consumer Discretionary
8.7%
Information Technology
9.8%
Health Care
10.5%
Industrials
16.0%
Financials
23.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Allianz SE, Registered Shares
2.7%
SAP SE
2.6%
Novartis AG, Registered Shares
2.6%
Roche Holding AG
2.5%
HSBC Holdings PLC
2.3%
Barclays PLC
2.3%
Banco Bilbao Vizcaya Argentaria SA
2.2%
Siemens AG, Registered Shares
2.2%
Nestle SA, Registered Shares
2.1%
Safran SA
2.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSIGX — SAR (6/25)

Victory RS Global Fund 

Image

Class A  

Ticker: RSGGX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Global Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$43
0.85%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$1,524,531
Number of Holdings
102
Portfolio Turnover
17%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
2.3%
Materials
2.7%
Energy
3.0%
Consumer Staples
6.1%
Health Care
8.8%
Communication Services
9.1%
Industrials
9.3%
Consumer Discretionary
10.9%
Financials
17.1%
Information Technology
25.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
5.2%
Microsoft Corp.
4.8%
Apple, Inc.
4.2%
Meta Platforms, Inc., Class A
2.8%
Alphabet, Inc., Class C
2.5%
Amazon.com, Inc.
2.3%
Taiwan Semiconductor Manufacturing Co. Ltd.
1.8%
Mastercard, Inc., Class A
1.7%
JPMorgan Chase & Co.
1.6%
Cisco Systems, Inc.
1.6%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSGGX — SAR (6/25)

Victory RS Global Fund 

Image

Class C  

Ticker: RGGCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Global Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$82
1.60%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$1,524,531
Number of Holdings
102
Portfolio Turnover
17%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
2.3%
Materials
2.7%
Energy
3.0%
Consumer Staples
6.1%
Health Care
8.8%
Communication Services
9.1%
Industrials
9.3%
Consumer Discretionary
10.9%
Financials
17.1%
Information Technology
25.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
5.2%
Microsoft Corp.
4.8%
Apple, Inc.
4.2%
Meta Platforms, Inc., Class A
2.8%
Alphabet, Inc., Class C
2.5%
Amazon.com, Inc.
2.3%
Taiwan Semiconductor Manufacturing Co. Ltd.
1.8%
Mastercard, Inc., Class A
1.7%
JPMorgan Chase & Co.
1.6%
Cisco Systems, Inc.
1.6%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGGCX — SAR (6/25)

Victory RS Global Fund 

Image

Class R  

Ticker: RGGKX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Global Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R
$56
1.10%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$1,524,531
Number of Holdings
102
Portfolio Turnover
17%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
2.3%
Materials
2.7%
Energy
3.0%
Consumer Staples
6.1%
Health Care
8.8%
Communication Services
9.1%
Industrials
9.3%
Consumer Discretionary
10.9%
Financials
17.1%
Information Technology
25.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
5.2%
Microsoft Corp.
4.8%
Apple, Inc.
4.2%
Meta Platforms, Inc., Class A
2.8%
Alphabet, Inc., Class C
2.5%
Amazon.com, Inc.
2.3%
Taiwan Semiconductor Manufacturing Co. Ltd.
1.8%
Mastercard, Inc., Class A
1.7%
JPMorgan Chase & Co.
1.6%
Cisco Systems, Inc.
1.6%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGGKX — SAR (6/25)

Victory RS Global Fund 

Image

Class R6  

Ticker: RGGRX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Global Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R6
$28
0.55%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$1,524,531
Number of Holdings
102
Portfolio Turnover
17%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
2.3%
Materials
2.7%
Energy
3.0%
Consumer Staples
6.1%
Health Care
8.8%
Communication Services
9.1%
Industrials
9.3%
Consumer Discretionary
10.9%
Financials
17.1%
Information Technology
25.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
5.2%
Microsoft Corp.
4.8%
Apple, Inc.
4.2%
Meta Platforms, Inc., Class A
2.8%
Alphabet, Inc., Class C
2.5%
Amazon.com, Inc.
2.3%
Taiwan Semiconductor Manufacturing Co. Ltd.
1.8%
Mastercard, Inc., Class A
1.7%
JPMorgan Chase & Co.
1.6%
Cisco Systems, Inc.
1.6%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGGRX — SAR (6/25)

Victory RS Global Fund 

Image

Class Y  

Ticker: RGGYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory RS Global Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$31
0.60%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$1,524,531
Number of Holdings
102
Portfolio Turnover
17%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Utilities
2.3%
Materials
2.7%
Energy
3.0%
Consumer Staples
6.1%
Health Care
8.8%
Communication Services
9.1%
Industrials
9.3%
Consumer Discretionary
10.9%
Financials
17.1%
Information Technology
25.7%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

NVIDIA Corp.
5.2%
Microsoft Corp.
4.8%
Apple, Inc.
4.2%
Meta Platforms, Inc., Class A
2.8%
Alphabet, Inc., Class C
2.5%
Amazon.com, Inc.
2.3%
Taiwan Semiconductor Manufacturing Co. Ltd.
1.8%
Mastercard, Inc., Class A
1.7%
JPMorgan Chase & Co.
1.6%
Cisco Systems, Inc.
1.6%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RGGYX — SAR (6/25)

Victory Low Duration Bond Fund 

Image

Class A  

Ticker: RLDAX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Low Duration Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$43
0.85%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,725
Number of Holdings
234
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
28.2%
Asset-Backed Securities
23.5%
Collateralized Mortgage Obligations
18.9%
Yankee Dollars
11.5%
U.S. Treasury Obligations
11.1%
U.S. Government Agency Mortgages
2.6%
OtherFootnote Reference**
1.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RLDAX — SAR (6/25)

Victory Low Duration Bond Fund 

Image

Class C  

Ticker: RLDCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Low Duration Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$81
1.62%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,725
Number of Holdings
234
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
28.2%
Asset-Backed Securities
23.5%
Collateralized Mortgage Obligations
18.9%
Yankee Dollars
11.5%
U.S. Treasury Obligations
11.1%
U.S. Government Agency Mortgages
2.6%
OtherFootnote Reference**
1.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RLDCX — SAR (6/25)

Victory Low Duration Bond Fund 

Image

Class Y  

Ticker: RSDYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Low Duration Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$31
0.62%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$94,725
Number of Holdings
234
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
28.2%
Asset-Backed Securities
23.5%
Collateralized Mortgage Obligations
18.9%
Yankee Dollars
11.5%
U.S. Treasury Obligations
11.1%
U.S. Government Agency Mortgages
2.6%
OtherFootnote Reference**
1.0%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSDYX — SAR (6/25)

Victory High Yield Fund 

Image

Class A  

Ticker: GUHYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Yield Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$51
1.00%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$121,728
Number of Holdings
304
Portfolio Turnover
33%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
61.6%
Yankee Dollars
16.1%
Senior Secured Loans
7.5%
Exchange-Traded Funds
4.8%
OtherFootnote Reference**
1.3%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

GUHYX — SAR (6/25)

Victory High Yield Fund 

Image

Class C  

Ticker: RHYCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Yield Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$87
1.70%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$121,728
Number of Holdings
304
Portfolio Turnover
33%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
61.6%
Yankee Dollars
16.1%
Senior Secured Loans
7.5%
Exchange-Traded Funds
4.8%
OtherFootnote Reference**
1.3%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RHYCX — SAR (6/25)

Victory High Yield Fund 

Image

Class R  

Ticker: RHYKX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Yield Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class R
$69
1.35%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$121,728
Number of Holdings
304
Portfolio Turnover
33%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
61.6%
Yankee Dollars
16.1%
Senior Secured Loans
7.5%
Exchange-Traded Funds
4.8%
OtherFootnote Reference**
1.3%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RHYKX — SAR (6/25)

Victory High Yield Fund 

Image

Class Y  

Ticker: RSYYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Yield Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$39
0.76%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$121,728
Number of Holdings
304
Portfolio Turnover
33%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Asset AllocationFootnote Reference* ^ (% of Net Assets)

(as of June 30, 2025)

Group By Asset Type Chart
Value
Value
Corporate Bonds
61.6%
Yankee Dollars
16.1%
Senior Secured Loans
7.5%
Exchange-Traded Funds
4.8%
OtherFootnote Reference**
1.3%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
**
Other includes the remaining asset classes which are each under 2% of the net assets of the Fund.
^
Percentages are of the net assets of the Fund and may not equal 100%.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSYYX — SAR (6/25)

Victory Tax-Exempt Fund 

Image

Class A  

Ticker: GUTEX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Tax-Exempt Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$39
0.80%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$32,983
Number of Holdings
62
Portfolio Turnover
2%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
School District
3.8%
Airport
5.6%
Tobacco Settlement
5.8%
Development
6.2%
Higher Education
6.9%
Transportation
8.4%
Medical
9.7%
Nursing Homes
12.3%
Education
13.3%
General
13.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

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GUTEX — SAR (6/25)

Victory Tax-Exempt Fund 

Image

Class C  

Ticker: RETCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Tax-Exempt Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$78
1.60%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$32,983
Number of Holdings
62
Portfolio Turnover
2%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
School District
3.8%
Airport
5.6%
Tobacco Settlement
5.8%
Development
6.2%
Higher Education
6.9%
Transportation
8.4%
Medical
9.7%
Nursing Homes
12.3%
Education
13.3%
General
13.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RETCX — SAR (6/25)

Victory Tax-Exempt Fund 

Image

Class Y  

Ticker: RSTYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Tax-Exempt Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$34
0.69%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$32,983
Number of Holdings
62
Portfolio Turnover
2%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
School District
3.8%
Airport
5.6%
Tobacco Settlement
5.8%
Development
6.2%
Higher Education
6.9%
Transportation
8.4%
Medical
9.7%
Nursing Homes
12.3%
Education
13.3%
General
13.9%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSTYX — SAR (6/25)

Victory High Income Municipal Bond Fund 

Image

Class A  

Ticker: RSHMX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Income Municipal Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$39
0.80%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$39,800
Number of Holdings
88
Portfolio Turnover
7%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
Housing
2.0%
Pollution
2.0%
Power
2.3%
Transportation
4.1%
Medical
7.3%
Higher Education
12.8%
General
13.0%
Nursing Homes
13.7%
Development
18.9%
Education
20.7%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSHMX — SAR (6/25)

Victory High Income Municipal Bond Fund 

Image

Class C  

Ticker: RSHCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Income Municipal Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$77
1.57%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$39,800
Number of Holdings
88
Portfolio Turnover
7%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
Housing
2.0%
Pollution
2.0%
Power
2.3%
Transportation
4.1%
Medical
7.3%
Higher Education
12.8%
General
13.0%
Nursing Homes
13.7%
Development
18.9%
Education
20.7%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSHCX — SAR (6/25)

Victory High Income Municipal Bond Fund 

Image

Class Y  

Ticker: RHMYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Income Municipal Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$28
0.57%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$39,800
Number of Holdings
88
Portfolio Turnover
7%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
Housing
2.0%
Pollution
2.0%
Power
2.3%
Transportation
4.1%
Medical
7.3%
Higher Education
12.8%
General
13.0%
Nursing Homes
13.7%
Development
18.9%
Education
20.7%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RHMYX — SAR (6/25)

Victory High Income Municipal Bond Fund 

Image

Member Class  

Ticker: RHMMX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory High Income Municipal Bond Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-235-8396 or visiting vcm.com/contact-us.    

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Member Class
$32
0.65%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$39,800
Number of Holdings
88
Portfolio Turnover
7%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Industries* (% of Net Assets)

(as of June 30, 2025)

Group By Industry Chart
Value
Value
Housing
2.0%
Pollution
2.0%
Power
2.3%
Transportation
4.1%
Medical
7.3%
Higher Education
12.8%
General
13.0%
Nursing Homes
13.7%
Development
18.9%
Education
20.7%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-235-8396 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RHMMX — SAR (6/25)

Victory Floating Rate Fund 

Image

Class A  

Ticker: RSFLX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Floating Rate Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class A
$50
1.00%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$402,625
Number of Holdings
158
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
1.0%
Consumer Staples
2.1%
Energy
4.4%
Information Technology
5.3%
Materials
7.2%
Communication Services
10.0%
Financials
14.0%
Industrials
14.6%
Health Care
14.8%
Consumer Discretionary
16.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Knight Health Holdings LLC, Term B Loans, First Lien, 9.69% (SOFR01M+525bps), 12/26/28
2.2%
Invesco Senior Loan ETF
2.1%
SPDR Blackstone Senior Loan ETF
2.1%
Amneal Pharmaceuticals LLC, Initial Term Loan, First Lien, 9.83% (SOFR01M+550bps), 5/4/28
1.6%
White Cap Supply Holdings LLC, Tranche C Term Facility, First Lien, 7.58% (SOFR01M+325bps), 10/19/29
1.5%
Gates Global LLC, Initial B-5 Dollar Term Loans, First Lien, 6.08% (SOFR01M+175bps), 6/4/31
1.5%
Global Medical Response, Inc., 2024 Extended Term Loan, First Lien, 9.08% (SOFR01M+475bps), 10/2/28
1.5%
Ziggo Financing Partnership, Term Loan I Facility, First Lien, 6.93% (SOFR01M+250bps), 4/30/28
1.5%
B&G Foods, Inc., Tranche B-5 Term Loans, First Lien, 7.83% (SOFR01M+350bps), 10/10/29
1.4%
Oldcastle BuildingEnvelope, Inc., Term B Loans, First Lien, 8.55% (SOFR06M+425bps), 4/29/29
1.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSFLX — SAR (6/25)

Victory Floating Rate Fund 

Image

Class C  

Ticker: RSFCX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Floating Rate Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class C
$90
1.80%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$402,625
Number of Holdings
158
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
1.0%
Consumer Staples
2.1%
Energy
4.4%
Information Technology
5.3%
Materials
7.2%
Communication Services
10.0%
Financials
14.0%
Industrials
14.6%
Health Care
14.8%
Consumer Discretionary
16.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Knight Health Holdings LLC, Term B Loans, First Lien, 9.69% (SOFR01M+525bps), 12/26/28
2.2%
Invesco Senior Loan ETF
2.1%
SPDR Blackstone Senior Loan ETF
2.1%
Amneal Pharmaceuticals LLC, Initial Term Loan, First Lien, 9.83% (SOFR01M+550bps), 5/4/28
1.6%
White Cap Supply Holdings LLC, Tranche C Term Facility, First Lien, 7.58% (SOFR01M+325bps), 10/19/29
1.5%
Gates Global LLC, Initial B-5 Dollar Term Loans, First Lien, 6.08% (SOFR01M+175bps), 6/4/31
1.5%
Global Medical Response, Inc., 2024 Extended Term Loan, First Lien, 9.08% (SOFR01M+475bps), 10/2/28
1.5%
Ziggo Financing Partnership, Term Loan I Facility, First Lien, 6.93% (SOFR01M+250bps), 4/30/28
1.5%
B&G Foods, Inc., Tranche B-5 Term Loans, First Lien, 7.83% (SOFR01M+350bps), 10/10/29
1.4%
Oldcastle BuildingEnvelope, Inc., Term B Loans, First Lien, 8.55% (SOFR06M+425bps), 4/29/29
1.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSFCX — SAR (6/25)

Victory Floating Rate Fund 

Image

Class Y  

Ticker: RSFYX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Floating Rate Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Class Y
$39
0.78%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$402,625
Number of Holdings
158
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
1.0%
Consumer Staples
2.1%
Energy
4.4%
Information Technology
5.3%
Materials
7.2%
Communication Services
10.0%
Financials
14.0%
Industrials
14.6%
Health Care
14.8%
Consumer Discretionary
16.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Knight Health Holdings LLC, Term B Loans, First Lien, 9.69% (SOFR01M+525bps), 12/26/28
2.2%
Invesco Senior Loan ETF
2.1%
SPDR Blackstone Senior Loan ETF
2.1%
Amneal Pharmaceuticals LLC, Initial Term Loan, First Lien, 9.83% (SOFR01M+550bps), 5/4/28
1.6%
White Cap Supply Holdings LLC, Tranche C Term Facility, First Lien, 7.58% (SOFR01M+325bps), 10/19/29
1.5%
Gates Global LLC, Initial B-5 Dollar Term Loans, First Lien, 6.08% (SOFR01M+175bps), 6/4/31
1.5%
Global Medical Response, Inc., 2024 Extended Term Loan, First Lien, 9.08% (SOFR01M+475bps), 10/2/28
1.5%
Ziggo Financing Partnership, Term Loan I Facility, First Lien, 6.93% (SOFR01M+250bps), 4/30/28
1.5%
B&G Foods, Inc., Tranche B-5 Term Loans, First Lien, 7.83% (SOFR01M+350bps), 10/10/29
1.4%
Oldcastle BuildingEnvelope, Inc., Term B Loans, First Lien, 8.55% (SOFR06M+425bps), 4/29/29
1.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-539-3863 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSFYX — SAR (6/25)

Victory Floating Rate Fund 

Image

Member Class  

Ticker: RSFMX 

Semi-Annual Shareholder Report — June 30, 2025

The semi-annual shareholder report contains important information about Victory Floating Rate Fund (the "Fund") for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-235-8396 or visiting vcm.com/contact-us.   

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 Investment
Costs paid as a percentage of a $10,000 InvestmentFootnote Reference*
Member Class
$43
0.85%
FootnoteDescription
Footnote*
Annualized

FUND STATISTICS

($ amounts in 000s)

(as of June 30, 2025)

Net Assets
$402,625
Number of Holdings
158
Portfolio Turnover
12%
An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Group By Sector Chart
Value
Value
Real Estate
1.0%
Consumer Staples
2.1%
Energy
4.4%
Information Technology
5.3%
Materials
7.2%
Communication Services
10.0%
Financials
14.0%
Industrials
14.6%
Health Care
14.8%
Consumer Discretionary
16.3%

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

(as of June 30, 2025)

Knight Health Holdings LLC, Term B Loans, First Lien, 9.69% (SOFR01M+525bps), 12/26/28
2.2%
Invesco Senior Loan ETF
2.1%
SPDR Blackstone Senior Loan ETF
2.1%
Amneal Pharmaceuticals LLC, Initial Term Loan, First Lien, 9.83% (SOFR01M+550bps), 5/4/28
1.6%
White Cap Supply Holdings LLC, Tranche C Term Facility, First Lien, 7.58% (SOFR01M+325bps), 10/19/29
1.5%
Gates Global LLC, Initial B-5 Dollar Term Loans, First Lien, 6.08% (SOFR01M+175bps), 6/4/31
1.5%
Global Medical Response, Inc., 2024 Extended Term Loan, First Lien, 9.08% (SOFR01M+475bps), 10/2/28
1.5%
Ziggo Financing Partnership, Term Loan I Facility, First Lien, 6.93% (SOFR01M+250bps), 4/30/28
1.5%
B&G Foods, Inc., Tranche B-5 Term Loans, First Lien, 7.83% (SOFR01M+350bps), 10/10/29
1.4%
Oldcastle BuildingEnvelope, Inc., Term B Loans, First Lien, 8.55% (SOFR06M+425bps), 4/29/29
1.4%
*
Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financials

Prospectus

Fund Holdings 

Proxy Voting 

 

Contact us at 800-235-8396 or visit vcm.com/contact-us.

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

RSFMX — SAR (6/25)

 
 
(b)  Not applicable.
 
Item 2. Code of Ethics.
 
Not applicable— only for annual reports.
 
Item 3. Audit Committee Financial Expert.
 
Not applicable— only for annual reports.
 
Item 4. Principal Accountant Fees and Services.
         
Not applicable— only for annual reports.
 
Item 5.    Audit Committee of Listed Registrants.
 
Not applicable. 
 
Item 6.   Investments.
 
(a)  Not applicable.
 
(b)  Not applicable.
 
Item 7. Financial Statements and Other Information.
 
(a)
 
 
June
30,
2025
Semi-Annual:
Full
Financials
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Victory
RS
Investors
Fund
Victory
Global
Energy
Transition
Fund
vcm.com
News,
Information
And
Education
24
Hours
A
Day,
7
Days
A
Week
The
Victory
Capital
website
gives
fund
shareholders,
prospective
shareholders,
and
investment
professionals
a
convenient
way
to
access
fund
information,
get
guidance,
and
track
fund
performance
anywhere
they
can
access
the
Internet.
The
site
includes:
Detailed
performance
records
Daily
share
prices
The
latest
fund
news
Investment
resources
to
help
you
become
a
better
investor
A
section
dedicated
to
investment
professionals
Whether
you’re
a
potential
investor
searching
for
the
fund
that
matches
your
investment
philosophy,
a
seasoned
investor
interest-
ed
in
planning
tools,
or
an
investment
professional,
vcm.com
has
what
you
seek.
Visit
us
anytime.
We’re
always
open.
TABLE
OF
CONTENTS
Victory
Portfolios
1
Schedules
of
Portfolio
Investments
(Form
N-CSR
Item
6)
Victory
RS
Partners
Fund
3
Victory
RS
Value
Fund
5
Victory
RS
Large
Cap
Alpha
Fund
7
Victory
RS
Investors
Fund
9
Victory
Global
Energy
Transition
Fund
11
Financial
Statements
(Form
N-CSR
Item
7)
Statements
of
Assets
and
Liabilities
13
Statements
of
Operations
15
Statements
of
Changes
in
Net
Assets
17
Financial
Highlights
22
Notes
to
Financial
Statements
(Form
N-CSR
Item
7)
39
2
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
Visit
our
website
at:
vcm.com
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
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
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
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Partners
Fund
3
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(98.0%)
Banks
(20.0%):
Ameris
Bancorp
........................................................
246,410
$
15,943
FNB
Corp.
............................................................
849,460
12,385
Old
National
Bancorp
....................................................
770,280
16,438
Prosperity
Bancshares,
Inc.
................................................
197,340
13,861
Renasant
Corp.
........................................................
370,430
13,309
SouthState
Corp.
.......................................................
82,460
7,589
The
Bank
of
NT
Butterfield
&
Son
Ltd.
.......................................
306,840
13,587
UMB
Financial
Corp.
....................................................
143,314
15,071
108,183
Communication
Services
(1.1%):
Madison
Square
Garden
Sports
Corp.(a)
.......................................
27,260
5,696
Consumer
Discretionary
(10.1%):
Atmus
Filtration
Technologies,
Inc.
..........................................
304,100
11,075
Bath
&
Body
Works,
Inc.
.................................................
108,930
3,264
Beazer
Homes
USA,
Inc.(a)
...............................................
214,320
4,794
Garrett
Motion,
Inc.
.....................................................
725,400
7,624
Group
1
Automotive,
Inc.
.................................................
10,660
4,655
PVH
Corp.
...........................................................
79,150
5,430
Taylor
Morrison
Home
Corp.(a)
............................................
91,070
5,594
The
Cheesecake
Factory,
Inc.(b)
............................................
112,480
7,048
Under
Armour,
Inc.,
Class
C(a)
.............................................
368,600
2,392
YETI
Holdings,
Inc.(a)
...................................................
87,270
2,751
54,627
Consumer
Staples
(3.0%):
Nomad
Foods
Ltd.
......................................................
622,590
10,578
The
Simply
Good
Foods
Co.(a)
.............................................
51,190
1,617
U.S.
Foods
Holding
Corp.(a)
...............................................
49,420
3,806
16,001
Energy
(6.0%):
California
Resources
Corp.
................................................
99,760
4,556
Gulfport
Energy
Corp.(a)
.................................................
51,640
10,388
Northern
Oil
&
Gas,
Inc.
..................................................
279,610
7,927
Plains
GP
Holdings
LP,
Class
A
.............................................
506,070
9,833
32,704
Financial
Services
(2.2%):
Euronet
Worldwide,
Inc.(a)
................................................
118,320
11,995
Health
Care
(5.4%):
Encompass
Health
Corp.
..................................................
92,500
11,343
Enovis
Corp.(a)
........................................................
151,550
4,753
Integer
Holdings
Corp.(a)
.................................................
37,760
4,643
The
Ensign
Group,
Inc.
...................................................
54,710
8,440
29,179
Industrials
(13.5%):
Alamo
Group,
Inc.
......................................................
45,570
9,952
Fluor
Corp.(a)
.........................................................
89,010
4,563
Gates
Industrial
Corp.
PLC(a)
..............................................
518,410
11,939
Granite
Construction,
Inc.
.................................................
66,880
6,254
Hayward
Holdings,
Inc.(a)
................................................
449,080
6,197
ICF
International,
Inc.
...................................................
83,660
7,087
Matson,
Inc.
..........................................................
47,380
5,276
The
Timken
Co.
........................................................
115,800
8,401
Titan
Machinery,
Inc.(a)
..................................................
219,830
4,355
V2X,
Inc.(a)
..........................................................
181,570
8,815
72,839
Information
Technology
(4.4%):
ACI
Worldwide,
Inc.(a)
..................................................
167,300
7,681
Belden,
Inc.
...........................................................
58,050
6,722
Victory
Portfolios
Victory
RS
Partners
Fund
4
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Crane
NXT
Co.
........................................................
177,400
$
9,562
23,965
Insurance
(12.5%):
Globe
Life,
Inc.
........................................................
165,200
20,533
Hamilton
Insurance
Group
Ltd.,
Class
B(a)
....................................
251,590
5,439
Kemper
Corp.
.........................................................
167,850
10,833
Primerica,
Inc.
.........................................................
35,503
9,716
Stewart
Information
Services
Corp.
..........................................
76,680
4,992
White
Mountains
Insurance
Group
Ltd.
.......................................
9,090
16,323
67,836
Materials
(5.8%):
Axalta
Coating
Systems
Ltd.(a)
.............................................
108,130
3,210
Graphic
Packaging
Holding
Co.
............................................
325,690
6,862
Knife
River
Corp.(a)
....................................................
39,070
3,190
Ryerson
Holding
Corp.
...................................................
306,770
6,617
Sealed
Air
Corp.
.......................................................
370,410
11,494
31,373
Real
Estate
(8.6%):
COPT
Defense
Properties
.................................................
129,400
3,569
Essential
Properties
Realty
Trust,
Inc.
........................................
244,210
7,793
Four
Corners
Property
Trust,
Inc.
............................................
445,740
11,995
Howard
Hughes
Holdings,
Inc.(a)
...........................................
119,410
8,060
Independence
Realty
Trust,
Inc.
.............................................
402,580
7,122
The
St.
Joe
Co.
........................................................
170,680
8,141
46,680
Utilities
(5.4%):
Black
Hills
Corp.
.......................................................
200,125
11,227
H2O
America
.........................................................
139,960
7,274
TXNM
Energy,
Inc.
.....................................................
186,100
10,481
28,982
Total
Common
Stocks
(Cost
$440,100)
a
a
a
530,060
Preferred
Stocks
(0.1%)
Information
Technology
(0.1%):
WellDoc,
Inc.(a)(c)
......................................................
1,587,483
587
Total
Preferred
Stocks
(Cost
$1,943)
a
a
a
587
Collateral
for
Securities
Loaned
(1.5%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares,
4.23%(d)
........
2,022,824
2,022
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares,
4.27%(d)
............
2,022,824
2,023
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares,
4.29%(d)
...............
2,022,824
2,023
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares,
4.24%(d)
.
2,022,824
2,023
Total
Collateral
for
Securities
Loaned
(Cost
$8,091)
a
a
a
8,091
Total
Investments
(Cost
$450,134)
99.6%
538,738
Other
assets
in
excess
of
liabilities
—  0.4%
2,385
NET
ASSETS
-
100.00%
$
541,123
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
6.9%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.1%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(d)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
LP
Limited
Partnership
PLC
Public
Limited
Company
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Value
Fund
5
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(97.9%)
Communication
Services
(0.8%):
Take-Two
Interactive
Software,
Inc.
(a)
........................................
8,390
$
2,038
Consumer
Discretionary
(7.7%):
Bath
&
Body
Works,
Inc.
.................................................
134,630
4,033
LKQ
Corp.
...........................................................
155,460
5,754
Mattel,
Inc.
(a)
.........................................................
209,320
4,128
PVH
Corp.
...........................................................
42,790
2,935
Toll
Brothers,
Inc.
......................................................
26,800
3,059
19,909
Consumer
Staples
(6.3%):
Keurig
Dr.
Pepper,
Inc.
...................................................
164,785
5,448
Nomad
Foods
Ltd.
......................................................
297,560
5,055
U.S.
Foods
Holding
Corp.
(a)
...............................................
74,550
5,741
16,244
Energy
(6.3%):
Baker
Hughes
Co.
......................................................
98,690
3,784
Expand
Energy
Corp.
....................................................
34,230
4,003
Suncor
Energy,
Inc.
.....................................................
67,920
2,543
The
Williams
Cos.,
Inc.
..................................................
37,810
2,375
Valero
Energy
Corp.
.....................................................
27,630
3,714
16,419
Financials
(23.2%):
Cboe
Global
Markets,
Inc.
................................................
11,210
2,614
Euronet
Worldwide,
Inc.
(a)
................................................
53,950
5,470
Everest
Group
Ltd.
......................................................
17,140
5,825
Fairfax
Financial
Holdings
Ltd.
.............................................
2,930
5,289
First
American
Financial
Corp.
.............................................
65,090
3,996
Fiserv,
Inc.
(a)
..........................................................
22,970
3,960
Globe
Life,
Inc.
........................................................
90,710
11,275
KeyCorp
.............................................................
320,110
5,576
Prosperity
Bancshares,
Inc.
................................................
68,380
4,803
UMB
Financial
Corp.
....................................................
45,810
4,818
Unum
Group
..........................................................
47,800
3,860
White
Mountains
Insurance
Group
Ltd.
.......................................
1,410
2,532
60,018
Health
Care
(8.3%):
Align
Technology,
Inc.
(a)
.................................................
13,990
2,649
Bio-Rad
Laboratories,
Inc.
,
Class
A
(a)
........................................
10,890
2,628
CVS
Health
Corp.
......................................................
61,520
4,243
Encompass
Health
Corp.
..................................................
48,140
5,903
Teva
Pharmaceutical
Industries
Ltd.
,
ADR
(a)
...................................
359,830
6,031
21,454
Industrials
(18.2%):
AGCO
Corp.
..........................................................
38,680
3,990
AMETEK,
Inc.
........................................................
26,060
4,716
API
Group
Corp.
(a)
.....................................................
94,410
4,820
CACI
International,
Inc.
,
Class
A
(a)
.........................................
10,510
5,010
Fluor
Corp.
(a)
.........................................................
40,180
2,060
L3Harris
Technologies,
Inc.
...............................................
14,890
3,735
Leidos
Holdings,
Inc.
....................................................
23,160
3,654
SS&C
Technologies
Holdings,
Inc.
..........................................
86,260
7,142
TFI
International,
Inc.
....................................................
31,060
2,785
The
Timken
Co.
........................................................
62,460
4,532
WESCO
International,
Inc.
................................................
25,130
4,654
47,098
Information
Technology
(8.3%):
Lam
Research
Corp.
.....................................................
43,770
4,260
Littelfuse,
Inc.
.........................................................
15,050
3,412
Nice
Ltd.
,
ADR
(a)
......................................................
37,030
6,255
Victory
Portfolios
Victory
RS
Value
Fund
6
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Trimble,
Inc.
(a)
........................................................
64,620
$
4,910
Zebra
Technologies
Corp.
(a)
...............................................
8,940
2,757
21,594
Materials
(4.3%):
Axalta
Coating
Systems
Ltd.
(a)
.............................................
60,020
1,782
Graphic
Packaging
Holding
Co.
............................................
214,260
4,515
Sealed
Air
Corp.
.......................................................
153,500
4,763
11,060
Real
Estate
(7.9%):
Camden
Property
Trust
...................................................
36,280
4,088
CubeSmart
...........................................................
130,260
5,536
Equity
LifeStyle
Properties,
Inc.
............................................
73,400
4,527
NNN
REIT,
Inc.
........................................................
149,120
6,439
20,590
Utilities
(6.6%):
CenterPoint
Energy,
Inc.
..................................................
156,160
5,737
FirstEnergy
Corp.
.......................................................
150,160
6,045
PPL
Corp.
............................................................
160,450
5,438
17,220
Total
Common
Stocks
(Cost
$211,865)
a
a
a
253,644
Total
Investments
(Cost
$211,865)
97.9%
253,644
Other
assets
in
excess
of
liabilities
—  2.1%
5,476
NET
ASSETS
-
100.00%
$
259,120
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
13.0%
of
net
assets.
(a)
Non-income
producing
security.
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Large
Cap
Alpha
Fund
7
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(95.7%)
Communication
Services
(3.4%):
Alphabet,
Inc.
,
Class
A
...................................................
44,310
$
7,809
Take-Two
Interactive
Software,
Inc.
(a)
........................................
40,460
9,825
17,634
Consumer
Discretionary
(5.0%):
LKQ
Corp.
...........................................................
322,220
11,925
Mattel,
Inc.
(a)
.........................................................
350,750
6,917
Toll
Brothers,
Inc.
......................................................
62,200
7,099
25,941
Consumer
Staples
(7.1%):
Keurig
Dr.
Pepper,
Inc.
...................................................
304,580
10,069
Mondelez
International,
Inc.
,
Class
A
.........................................
152,050
10,254
The
Procter
&
Gamble
Co.
................................................
33,000
5,258
U.S.
Foods
Holding
Corp.
(a)
...............................................
150,390
11,582
37,163
Energy
(5.8%):
Enterprise
Products
Partners
LP
.............................................
357,580
11,089
Exxon
Mobil
Corp.
.....................................................
118,010
12,721
Valero
Energy
Corp.
.....................................................
49,340
6,632
30,442
Financials
(23.5%):
Cboe
Global
Markets,
Inc.
................................................
44,280
10,327
Citigroup,
Inc.
.........................................................
221,790
18,879
Everest
Group
Ltd.
......................................................
49,030
16,663
Fairfax
Financial
Holdings
Ltd.
.............................................
9,800
17,691
JPMorgan
Chase
&
Co.
..................................................
45,310
13,136
KeyCorp
.............................................................
989,220
17,232
The
PNC
Financial
Services
Group,
Inc.
......................................
63,810
11,895
The
Progressive
Corp.
...................................................
23,450
6,258
Unum
Group
..........................................................
126,980
10,255
122,336
Health
Care
(15.4%):
AbbVie,
Inc.
..........................................................
38,980
7,236
CVS
Health
Corp.
......................................................
105,820
7,300
GE
HealthCare
Technologies,
Inc.
...........................................
67,450
4,996
Johnson
&
Johnson
.....................................................
50,030
7,642
McKesson
Corp.
.......................................................
10,160
7,445
Medtronic
PLC
........................................................
121,050
10,552
Merck
&
Co.,
Inc.
......................................................
86,260
6,828
Teva
Pharmaceutical
Industries
Ltd.
,
ADR
(a)
...................................
702,100
11,767
The
Cigna
Group
.......................................................
50,390
16,658
80,424
Industrials
(16.1%):
CACI
International,
Inc.
,
Class
A
(a)
.........................................
26,340
12,556
Eaton
Corp.
PLC
.......................................................
30,480
10,881
FedEx
Corp.
..........................................................
32,630
7,417
General
Dynamics
Corp.
..................................................
21,830
6,367
Honeywell
International,
Inc.
..............................................
41,930
9,765
Johnson
Controls
International
PLC
..........................................
77,280
8,162
Leidos
Holdings,
Inc.
....................................................
46,020
7,260
RTX
Corp.
............................................................
51,582
7,532
SS&C
Technologies
Holdings,
Inc.
..........................................
169,400
14,027
83,967
Information
Technology
(8.9%):
Amphenol
Corp.
,
Class
A
.................................................
63,980
6,318
Analog
Devices,
Inc.
....................................................
33,760
8,036
Applied
Materials,
Inc.
...................................................
36,730
6,724
Corpay,
Inc.
(a)
.........................................................
22,800
7,565
Salesforce,
Inc.
........................................................
33,020
9,004
Victory
Portfolios
Victory
RS
Large
Cap
Alpha
Fund
8
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Zebra
Technologies
Corp.
(a)
...............................................
28,050
$
8,650
46,297
Materials
(2.9%):
PPG
Industries,
Inc.
.....................................................
70,830
8,057
Sealed
Air
Corp.
.......................................................
220,932
6,855
14,912
Real
Estate
(3.6%):
Camden
Property
Trust
...................................................
84,900
9,568
Equity
LifeStyle
Properties,
Inc.
............................................
144,870
8,934
18,502
Utilities
(4.0%):
American
Electric
Power
Co.,
Inc.
...........................................
82,450
8,555
Exelon
Corp.
..........................................................
287,780
12,495
21,050
Total
Common
Stocks
(Cost
$381,847)
a
a
a
498,668
Total
Investments
(Cost
$381,847)
95.7%
498,668
Other
assets
in
excess
of
liabilities
—  4.3%
22,267
NET
ASSETS
-
100.00%
$
520,935
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
13.0%
of
net
assets.
(a)
Non-income
producing
security.
ADR
American
Depositary
Receipt
LP
Limited
Partnership
PLC
Public
Limited
Company
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Investors
Fund
9
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(94.7%)
Banks
(10.5%):
Citigroup,
Inc.
.........................................................
45,640
$
3,885
Prosperity
Bancshares,
Inc.
................................................
52,710
3,702
UMB
Financial
Corp.
....................................................
22,290
2,344
9,931
Communication
Services
(1.5%):
Alphabet,
Inc.
,
Class
A
...................................................
8,030
1,415
Consumer
Discretionary
(4.9%):
LKQ
Corp.
...........................................................
72,550
2,685
Mattel,
Inc.
(a)
.........................................................
101,340
1,999
4,684
Consumer
Staples
(5.7%):
Keurig
Dr.
Pepper,
Inc.
...................................................
78,390
2,591
Nomad
Foods
Ltd.
......................................................
162,850
2,767
5,358
Energy
(5.0%):
Exxon
Mobil
Corp.
.....................................................
21,110
2,276
Plains
GP
Holdings
LP
,
Class
A
.............................................
128,950
2,505
4,781
Financial
Services
(3.3%):
Euronet
Worldwide,
Inc.
(a)
................................................
30,540
3,096
Health
Care
(11.7%):
CVS
Health
Corp.
......................................................
48,400
3,339
Encompass
Health
Corp.
..................................................
23,180
2,842
Teva
Pharmaceutical
Industries
Ltd.
,
ADR
(a)
...................................
120,710
2,023
The
Cigna
Group
.......................................................
8,800
2,909
11,113
Industrials
(14.4%):
CACI
International,
Inc.
,
Class
A
(a)
.........................................
7,010
3,342
Gates
Industrial
Corp.
PLC
(a)
..............................................
161,690
3,724
SS&C
Technologies
Holdings,
Inc.
..........................................
41,270
3,417
V2X,
Inc.
(a)
..........................................................
63,920
3,103
13,586
Information
Technology
(7.1%):
Nice
Ltd.
,
ADR
(a)
......................................................
19,170
3,238
Trimble,
Inc.
(a)
........................................................
45,370
3,447
6,685
Insurance
(21.4%):
Everest
Group
Ltd.
......................................................
9,440
3,208
Fairfax
Financial
Holdings
Ltd.
.............................................
1,670
3,015
First
American
Financial
Corp.
.............................................
25,090
1,540
Globe
Life,
Inc.
........................................................
36,310
4,513
Unum
Group
..........................................................
46,990
3,795
White
Mountains
Insurance
Group
Ltd.
.......................................
2,300
4,130
20,201
Materials
(2.8%):
Graphic
Packaging
Holding
Co.
............................................
124,040
2,614
Real
Estate
(2.7%):
Howard
Hughes
Holdings,
Inc.
(a)
...........................................
37,830
2,554
Utilities
(3.7%):
FirstEnergy
Corp.
.......................................................
87,310
3,515
Total
Common
Stocks
(Cost
$79,935)
a
a
a
89,533
Total
Investments
(Cost
$79,935)
94.7%
89,533
Other
assets
in
excess
of
liabilities
—  5.3%
5,035
NET
ASSETS
-
100.00%
$
94,568
Victory
Portfolios
Victory
RS
Investors
Fund
10
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
15.1%
of
net
assets.
(a)
Non-income
producing
security.
ADR
American
Depositary
Receipt
LP
Limited
Partnership
PLC
Public
Limited
Company
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
Global
Energy
Transition
Fund
11
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Common
Stocks
(96.0%)
Australia
(14.1%):
Materials
(14.1%):
Iluka
Resources
Ltd.
.....................................................
9,739,606
$
24,353
MAC
Copper
Ltd.
(a)
(b)
..................................................
1,963,865
23,743
Sunrise
Energy
Metals
Ltd.
(a)
(b)
............................................
8,856,861
4,691
52,787
Canada
(26.4%):
Energy
(21.4%):
ARC
Resources
Ltd.
.....................................................
614,923
12,966
Cameco
Corp.
.........................................................
164,695
12,232
Keyera
Corp.
..........................................................
523,330
17,119
Peyto
Exploration
&
Development
Corp.
......................................
956,895
13,669
Tamarack
Valley
Energy
Ltd.
..............................................
1,585,352
5,624
Tourmaline
Oil
Corp.
....................................................
297,922
14,375
Whitecap
Resources,
Inc.
.................................................
613,826
4,125
80,110
Materials
(5.0%):
First
Quantum
Minerals
Ltd.
(a)
.............................................
851,318
15,124
Nutrien
Ltd.
...........................................................
59,213
3,449
18,573
98,683
Chile
(1.5%):
Industrials
(1.5%):
Sociedad
Quimica
y
Minera
de
Chile
SA
,
ADR
(a)
(b)
.............................
157,699
5,562
Norway
(4.0%):
Materials
(4.0%):
Norsk
Hydro
ASA
......................................................
2,595,309
14,823
United
States
(50.0%):
Energy
(13.1%):
Antero
Resources
Corp.
(a)
................................................
131,537
5,298
Enterprise
Products
Partners
LP
.............................................
583,346
18,089
Range
Resources
Corp.
...................................................
388,385
15,796
The
Williams
Cos.,
Inc.
..................................................
155,866
9,790
48,973
Industrials
(1.9%):
Energy
Vault
Holdings,
Inc.
(a)
(b)
...........................................
4,812,387
3,449
Hubbell,
Inc.
..........................................................
9,110
3,721
7,170
Materials
(33.6%):
Compass
Minerals
International,
Inc.
(a)
(c)
.....................................
3,196,047
64,209
Ivanhoe
Electric,
Inc.
(a)
..................................................
3,964,398
35,957
Linde
PLC
............................................................
38,173
17,910
Martin
Marietta
Materials,
Inc.
.............................................
6,610
3,629
Materion
Corp.
........................................................
45,591
3,618
125,323
Utilities
(1.4%):
Constellation
Energy
Corp.
................................................
15,500
5,003
186,469
Total
Common
Stocks
(Cost
$282,624)
358,324
Warrants
(0.5%)
Australia
(0.2%):
Materials
(0.2%):
Sunrise
Energy
Metals
Ltd.
,
expiring
12/31/25
(a)
(d)
..............................
3,069,985
781
Victory
Portfolios
Victory
Global
Energy
Transition
Fund
12
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Canada
(0.3%):
Materials
(0.3%):
Ivanhoe
Electric,
Inc.
,
expiring
2/12/26
(a)
(d)
...................................
441,014
$
1,027
Total
Warrants
(Cost
$4)
1,808
Collateral
for
Securities
Loaned
(2.7%)^
United
States
(2.7%):
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(e)
........
2,472,055
2,472
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(e)
............
2,472,055
2,472
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(e)
...............
2,472,055
2,472
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(e)
.
2,472,055
2,472
Total
Collateral
for
Securities
Loaned
(Cost
$9,888)
9,888
Total
Investments
(Cost
$292,516)
99.2%
370,020
Other
assets
in
excess
of
liabilities
0.8%
3,063
NET
ASSETS
-
100.00%
$
373,083
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Affiliated
security.
(See
Note
8
in
the
Notes
to
Financial
Statements)
(d)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.5%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(e)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ADR
American
Depositary
Receipt
LP
Limited
Partnership
PLC
Public
Limited
Company
Statements
of
Assets
and
Liabilities
June
30,
2025
13
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Assets:
Investments,
at
value
(Cost
$450,134,
$211,865
and
$381,847)
$
538,738‌
(a)
$
253,644‌
$
498,668‌
Cash
12,610‌
5,929‌
22,191‌
Receivables:
Dividends,
interest,
and
securities
lending
income
801‌
262‌
625‌
Capital
shares
issued
245‌
239‌
72‌
Investments
sold
2,583‌
—‌
—‌
From
Adviser
64‌
16‌
23‌
Prepaid
expenses
67‌
28‌
27‌
Total
Assets
555,108‌
260,118‌
521,606‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
8,091‌
—‌
—‌
Investments
purchased
4,882‌
—‌
—‌
Capital
shares
redeemed
474‌
721‌
298‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
365‌
179‌
208‌
Administration
fees
24‌
12‌
23‌
Custodian
fees
6‌
3‌
6‌
Transfer
agent
fees
4‌
3‌
20‌
Sub-Transfer
agent
fees
90‌
43‌
35‌
Compliance
fees
—‌
(b)
—‌
(b)
—‌
(b)
12b-1
fees
18‌
16‌
49‌
Other
accrued
expenses
31‌
21‌
32‌
Total
Liabilities
13,985‌
998‌
671‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
438,976‌
200,400‌
344,777‌
Total
accumulated
earnings
(loss)
102,147‌
58,720‌
176,158‌
Net
Assets
$
541,123‌
$
259,120‌
$
520,935‌
Net
Assets:
Class
A
$
177,771‌
$
150,878‌
$
483,672‌
Class
C
—‌
1,078‌
931‌
Class
R
1,335‌
—‌
—‌
Class
R6
14,455‌
—‌
—‌
Class
Y
340,909‌
107,164‌
36,332‌
Member
Class
6,653‌
—‌
—‌
Total
$
541,123‌
$
259,120‌
$
520,935‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
6,528‌
6,002‌
8,117‌
Class
C
—‌
53‌
21‌
Class
R
58‌
—‌
—‌
Class
R6
482‌
—‌
—‌
Class
Y
11,251‌
4,079‌
612‌
Member
Class
243‌
—‌
—‌
Total
18,562‌
10,134‌
8,750‌
Net
asset
value,
offering
and
redemption
price
per
share:
(c)
Class
A
$
27
.23‌
$
25
.14‌
$
59
.59‌
Class
C(d)
—‌
20
.25‌
45
.13‌
Class
R
22
.94‌
—‌
—‌
Class
R6
30
.02‌
—‌
—‌
Class
Y
30
.30‌
26
.27‌
59
.32‌
Member
Class
27
.33‌
—‌
—‌
Maximum
Sales
Charge
Class
A
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
$
28
.89‌
$
26
.67‌
$
63
.22‌
(a)
Includes
$7,984
thousand
of
securities
on
loan.
(b)
Rounds
to
less
than
$1
thousand.
(c)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(d)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Assets
and
Liabilities
June
30,
2025
14
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
RS
Investors
Fund
Victory
Global
Energy
Transition
Fund
Assets:
Affiliated
investments,
at
value
(Cost
$—
and
$36,221)
$
—‌
$
64,209‌
Unaffiliated
investments,
at
value
(Cost
$79,935
and
$256,295)
89,533‌
305,811‌
(a)
Foreign
currency,
at
value
(Cost
$—
and
$244)
—‌
244‌
Cash
4,359‌
13,528‌
Receivables:
Dividends,
interest,
and
securities
lending
income
74‌
333‌
Capital
shares
issued
674‌
116‌
Investments
sold
—‌
6‌
From
Adviser
42‌
27‌
Prepaid
expenses
19‌
29‌
Total
Assets
94,701‌
384,303‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
—‌
9,888‌
Capital
shares
redeemed
21‌
934‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
76‌
297‌
Administration
fees
4‌
16‌
Custodian
fees
1‌
7‌
Transfer
agent
fees
1‌
3‌
Sub-Transfer
agent
fees
16‌
46‌
Compliance
fees
—‌
(b)
—‌
(b)
12b-1
fees
3‌
7‌
Other
accrued
expenses
11‌
22‌
Total
Liabilities
133‌
11,220‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
81,852‌
2,003,978‌
Total
accumulated
earnings
(loss)
12,716‌
(
1,630,895‌
)
Net
Assets
$
94,568‌
$
373,083‌
Net
Assets:
Class
A
$
18,430‌
$
65,943‌
Class
C
3,748‌
1,881‌
Class
Y
72,390‌
305,259‌
Total
$
94,568‌
$
373,083‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
1,128‌
1,760‌
Class
C
285‌
57‌
Class
Y
4,238‌
7,771‌
Total
5,651‌
9,588‌
Net
asset
value,
offering
and
redemption
price
per
share:
(c)
Class
A
$
16
.34‌
$
37
.48‌
Class
C(d)
13
.17‌
32
.82‌
Class
Y
17
.08‌
39
.28‌
Maximum
Sales
Charge
Class
A
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
$
17
.34‌
$
39
.77‌
(a)
Includes
$8,877
thousand
of
securities
on
loan.
(b)
Rounds
to
less
than
$1
thousand.
(c)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(d)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
15
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Investment
Income:
Dividends
$
4,762
$
2,439
$
5,630
Interest
450
197
443
Securities
lending
(net
of
fees)
4
—(a)
Foreign
tax
withholding
(8)
(13)
(18)
Total
Income
5,208
2,623
6,055
Expenses:
Investment
advisory
fees
2,218
1,111
1,291
Administration
fees
144
71
139
Sub-Administration
fees
8
8
8
12b-1
fees
Class
A
225
192
608
12b-1
fees
Class
C
6
5
12b-1
fees
Class
R
3
Custodian
fees
12
7
12
Transfer
agent
fees
Class
A
5
9
61
Transfer
agent
fees
Class
C
—(a)
—(a)
Transfer
agent
fees
Class
R
—(a)
Transfer
agent
fees
Class
R6
—(a)
Transfer
agent
fees
Class
Y
1
1
—(a)
Transfer
agent
fees
Member
Class
4
Sub-Transfer
agent
fees
Class
A
119
87
103
Sub-Transfer
agent
fees
Class
C
1
1
Sub-Transfer
agent
fees
Class
R
1
Sub-Transfer
agent
fees
Class
Y
185
57
13
Trustees'
fees
15
8
14
Compliance
fees
2
1
2
Legal
and
audit
fees
22
15
23
State
registration
and
filing
fees
31
19
17
Other
expenses
45
26
31
Recoupment
of
prior
expenses
waived/reimbursed
by
Adviser
13
Total
Expenses
3,053
1,619
2,328
Expenses
waived/reimbursed
by
Adviser
(182)
(43)
(57)
Net
Expenses
2,871
1,576
2,271
Net
Investment
Income
(Loss)
2,337
1,047
3,784
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
4,586
6,566
29,708
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
(21,763)
(5,729)
(9,054)
Net
realized/unrealized
gains
(losses)
on
investments
(17,177)
837
20,654
Change
in
net
assets
resulting
from
operations
$
(14,840)
$
1,884
$
24,438
(a)
Rounds
to
less
than
$1
thousand.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
16
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
RS
Investors
Fund
Victory
Global
Energy
Transition
Fund
Investment
Income:
Dividends
$
651
$
3,368
Interest
82
316
Securities
lending
(net
of
fees)
—(a)
110
Foreign
tax
withholding
(3)
(481)
Total
Income
730
3,313
Expenses:
Investment
advisory
fees
380
1,591
Administration
fees
21
86
Sub-Administration
fees
7
7
12b-1
fees
Class
A
22
71
12b-1
fees
Class
C
17
8
Custodian
fees
3
14
Transfer
agent
fees
Class
A
2
7
Transfer
agent
fees
Class
C
—(a)
—(a)
Transfer
agent
fees
Class
Y
—(a)
1
Sub-Transfer
agent
fees
Class
A
7
38
Sub-Transfer
agent
fees
Class
C
2
1
Sub-Transfer
agent
fees
Class
Y
47
135
Trustees'
fees
3
9
Compliance
fees
—(a)
1
Legal
and
audit
fees
7
16
State
registration
and
filing
fees
19
23
Other
expenses
16
29
Total
Expenses
553
2,037
Expenses
waived/reimbursed
by
Adviser
(111)
(102)
Net
Expenses
442
1,935
Net
Investment
Income
(Loss)
288
1,378
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
affiliated
investment
securities
(871)
Net
realized
gains
(losses)
from
unaffiliated
investment
securities
and
foreign
currency
transactions
846
30,613
Net
change
in
unrealized
appreciation/depreciation
on
affiliated
investment
securities
31,714
Net
change
in
unrealized
appreciation/depreciation
on
unaffiliated
investment
securities
and
foreign
currency
translations
522
2,901
Net
realized/unrealized
gains
(losses)
on
investments
1,368
64,357
Change
in
net
assets
resulting
from
operations
$
1,656
$
65,735
(a)
Rounds
to
less
than
$1
thousand.
17
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
2,337
$
2,221
$
1,047
$
1,181
$
3,784
$
6,169
Net
realized
gains
(losses)
4,586
41,762
6,566
31,019
29,708
67,925
Net
change
in
unrealized
appreciation/depreciation
(21,763)
25,109
(5,729)
1,889
(9,054)
24,178
Change
in
net
assets
resulting
from
operations
(14,840)
69,092
1,884
34,089
24,438
98,272
Distributions
to
Shareholders:
Class
A
(10,645)
(14,895)
(66,063)
Class
C
(125)
(156)
Class
R
(87)
Class
R6
(286)
Class
Y
(18,440)
(10,075)
(3,975)
Member
Class
(357)
Change
in
net
assets
resulting
from
distributions
to
shareholders
(29,815)
(25,095)
(70,194)
Change
in
net
assets
resulting
from
capital
transactions
11,276
64,174
(18,196)
(8,491)
(35,474)
23,651
Change
in
net
assets
(3,564)
103,451
(16,312)
503
(11,036)
51,729
Net
Assets:
Beginning
of
period
544,687
441,236
275,432
274,929
531,971
480,242
End
of
period
$
541,123
$
544,687
$
259,120
$
275,432
$
520,935
$
531,971
18
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
5,934
$
14,207
$
1,678
$
4,732
$
9,762
$
14,985
Distributions
reinvested
10,448
14,615
64,360
Cost
of
shares
redeemed
(15,276)
(30,966)
(13,999)
(26,663)
(50,537)
(59,127)
Converted
from
Class
R
767
5,739
Total
Class
A
$
(9,342)
$
(6,311)
$
(12,321)
$
(6,549)
$
(40,775)
$
25,957
Class
C
Proceeds
from
shares
issued
$
$
$
68
$
221
$
79
$
138
Distributions
reinvested
125
156
Cost
of
shares
redeemed
(163)
(429)
(186)
(1,002)
Total
Class
C
$
$
$
(95)
$
(83)
$
(107)
$
(708)
Class
R
Proceeds
from
shares
issued
$
148
$
170
$
$
10(a)
$
$
167(a)
Distributions
reinvested
87
—(a)
—(a)
Cost
of
shares
redeemed
(208)
(1,221)
(7)(a)
(337)(a)
Converted
into
Class
A
(766)
(5,739)
Total
Class
R
$
(60)
$
(964)
$
$
(763)
$
$
(5,909)
Class
R6
Proceeds
from
shares
issued
$
12,080
$
3,427
$
$
$
$
Distributions
reinvested
286
Cost
of
shares
redeemed
(3,074)
(327)
Total
Class
R6
$
9,006
$
3,386
$
$
$
$
Class
Y
Proceeds
from
shares
issued
$
72,211
$
129,327
$
3,018
$
7,818
$
8,762
$
7,072
Distributions
reinvested
18,416
9,970
3,922
Cost
of
shares
redeemed
(60,946)
(80,142)
(8,798)
(18,884)
(3,354)
(6,683)
Total
Class
Y
$
11,265
$
67,601
$
(5,780)
$
(1,096)
$
5,408
$
4,311
Member
Class
Proceeds
from
shares
issued
$
1,389
$
1,250
$
$
$
$
Distributions
reinvested
357
Cost
of
shares
redeemed
(982)
(1,145)
Total
Member
Class
$
407
$
462
$
$
$
$
Change
in
net
assets
resulting
from
capital
transactions
$
11,276
$
64,174
$
(18,196)
$
(8,491)
$
(35,474)
$
23,651
19
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Victory
RS
Value
Fund
Victory
RS
Large
Cap
Alpha
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Share
Transactions:
Class
A
Issued
219
505
68
181
172
245
Reinvested
355
—(b)
567
1,103
Redeemed
(562)
(1,109)
(577)
(1,020)
(897)
(977)
Converted
from
Class
R
29
95
Total
Class
A
(343)
(249)
(509)
(243)
(725)
466
Class
C
Issued
3
11
2
3
Reinvested
6
4
Redeemed
(8)
(20)
(4)
(21)
Total
Class
C
(5)
(3)
(2)
(14)
Class
R
Issued
7
8
—(a)(b)
3(a)
Reinvested
3
—(a)
—(a)
Redeemed
(9)
(51)
—(a)(b)
(6)(a)
Converted
into
Class
A
(31)
(96)
Total
Class
R
(2)
(40)
(31)
(99)
Class
R6
Issued
412
106
Reinvested
9
Redeemed
(114)
(10)
Total
Class
R6
298
105
Class
Y
Issued
2,397
4,164
118
293
150
117
Reinvested
564
371
68
Redeemed
(2,030)
(2,581)
(344)
(691)
(59)
(112)
Total
Class
Y
367
2,147
(226)
(27)
91
73
Member
Class
Issued
51
44
Reinvested
12
Redeemed
(36)
(41)
Total
Member
Class
15
15
Change
in
Shares
335
1,978
(740)
(304)
(636)
426
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
(b)
Rounds
to
less
than
1
thousand
shares.
20
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
Investors
Fund
Victory
Global
Energy
Transition
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
288
$
231
$
1,378
$
3,561
Net
realized
gains
(losses)
846
6,552
29,742
18,501
Net
change
in
unrealized
appreciation/depreciation
522
2,206
34,615
25,928
Change
in
net
assets
resulting
from
operations
1,656
8,989
65,735
47,990
Distributions
to
Shareholders:
Class
A
(1,725)
(946)
Class
C
(296)
(20)
Class
Y
(3,710)
(4,974)
Change
in
net
assets
resulting
from
distributions
to
shareholders
(5,731)
(5,940)
Change
in
net
assets
resulting
from
capital
transactions
31,244
21,239
(14,313)
(19,898)
Change
in
net
assets
32,900
24,497
51,422
22,152
Net
Assets:
Beginning
of
period
61,668
37,171
321,661
299,509
End
of
period
$
94,568
$
61,668
$
373,083
$
321,661
21
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
Investors
Fund
Victory
Global
Energy
Transition
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
1,792
$
1,812
$
2,965
$
4,142
Distributions
reinvested
1,656
916
Cost
of
shares
redeemed
(1,858)
(3,133)
(6,601)
(18,098)
Converted
from
Class
R
1,073
978
Total
Class
A
$
(66)
$
1,408
$
(3,636)
$
(12,062)
Class
C
Proceeds
from
shares
issued
$
1,153
$
1,108
$
177
$
369
Distributions
reinvested
296
20
Cost
of
shares
redeemed
(166)
(210)
(146)
(366)
Total
Class
C
$
987
$
1,194
$
31
$
23
Class
R
Proceeds
from
shares
issued
$
$
39(a)
$
$
33(a)
Distributions
reinvested
—(a)
—(a)
Cost
of
shares
redeemed
(17)(a)
(471)(a)
Converted
into
Class
A
(1,073)
(978)
Total
Class
R
$
$
(1,051)
$
$
(1,416)
Class
Y
Proceeds
from
shares
issued
$
41,384
$
29,689
$
20,499
$
66,828
Distributions
reinvested
3,706
4,429
Cost
of
shares
redeemed
(11,061)
(13,707)
(31,207)
(77,700)
Total
Class
Y
$
30,323
$
19,688
$
(10,708)
$
(6,443)
Change
in
net
assets
resulting
from
capital
transactions
$
31,244
$
21,239
$
(14,313)
$
(19,898)
Share
Transactions:
Class
A
Issued
113
111
94
136
Reinvested
99
31
Redeemed
(122)
(191)
(213)
(617)
Converted
from
Class
R
64
34
Total
Class
A
(9)
83
(119)
(416)
Class
C
Issued
88
82
7
13
Reinvested
22
1
Redeemed
(13)
(15)
(6)
(14)
Total
Class
C
75
89
1
—(b)
Class
R
Issued
2(a)
1(a)
Reinvested
—(a)
—(a)
Redeemed
(1)(a)
(19)(a)
Converted
into
Class
A
(75)
(36)
Total
Class
R
(74)
(54)
Class
Y
Issued
2,498
1,705
605
2,143
Reinvested
212
144
Redeemed
(658)
(779)
(962)
(2,465)
Total
Class
Y
1,840
1,138
(357)
(178)
Change
in
Shares
1,906
1,236
(475)
(648)
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
(b)
Rounds
to
less
than
$1
thousand.
Victory
Portfolios
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
22
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$28.02
$25.73
$23.54
$26.82
$24.21
$24.47
Investment
Activities:
Net
investment
income
(loss)(a)
0.08
0.06
0.07
0.08
(0.09)
0.04
Net
realized
and
unrealized
gains
(losses)
(0.87)
3.85
3.58
(1.26)
7.14
0.07
Total
from
Investment
Activities
(0.79)
3.91
3.65
(1.18)
7.05
0.11
Distributions
to
Shareholders
from:
Net
investment
income
(0.13)
(0.22)
(0.12)
Net
realized
gains
(1.49)
(1.24)
(1.98)
(4.44)
(0.37)
Total
Distributions
(1.62)
(1.46)
(2.10)
(4.44)
(0.37)
Net
Asset
Value,
End
of
Period
$27.23
$28.02
$25.73
$23.54
$26.82
$24.21
Total
Return(b)(c)
(2.82)%
14.93%
15.66%
(4.54)%
29.58%
0.46%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.33%
1.33%
1.37%
1.45%
1.45%
1.45%
Net
Investment
Income
(Loss)(d)
0.61%
0.20%
0.29%
0.33%
(0.29)%
0.20%
Gross
Expenses(d)(e)
1.33%
1.33%
1.40%
1.49%
1.49%
1.53%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$177,771
$192,536
$183,203
$169,628
$195,053
$156,629
Portfolio
Turnover(b)(f)
28%
48%
72%
98%
64%
108%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
23
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Class
R
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$23.64
$21.89
$20.25
$23.41
$21.65
$22.01
Investment
Activities:
Net
investment
income
(loss)(a)
0.03
(0.04)
(0.03)
(0.01)
(0.17)
(0.03)
Net
realized
and
unrealized
gains
(losses)
(0.73)
3.29
3.08
(1.10)
6.37
0.04
Total
from
Investment
Activities
(0.70)
3.25
3.05
(1.11)
6.20
0.01
Distributions
to
Shareholders
from:
Net
investment
income
(0.01)
(0.17)
(0.07)
Net
realized
gains
(1.49)
(1.24)
(1.98)
(4.44)
(0.37)
Total
Distributions
(1.50)
(1.41)
(2.05)
(4.44)
(0.37)
Net
Asset
Value,
End
of
Period
$22.94
$23.64
$21.89
$20.25
$23.41
$21.65
Total
Return(b)(c)
(2.96)%
14.52%
15.19%
(4.86)%
29.15%
0.06%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.69%
1.69%
1.73%
1.81%
1.81%
1.81%
Net
Investment
Income
(Loss)(d)
0.25%
(0.19)%
(0.12)%
(0.03)%
(0.65)%
(0.15)%
Gross
Expenses(d)(e)
2.57%
2.42%
2.29%
2.54%
2.48%
2.87%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,335
$1,426
$2,198
$1,519
$1,652
$1,421
Portfolio
Turnover(b)(f)
28%
48%
72%
98%
64%
108%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
24
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
June
2,
2023(a)
through
December
31,
2023
Net
Asset
Value,
Beginning
of
Period
$30.81
$28.13
$25.62
Investment
Activities:
Net
investment
income
(loss)(b)
0.18
0.21
0.04
Net
realized
and
unrealized
gains
(losses)
(0.97)
4.20
4.02
Total
from
Investment
Activities
(0.79)
4.41
4.06
Distributions
to
Shareholders
from:
Net
investment
income
(0.24)
(0.31)
Net
realized
gains
(1.49)
(1.24)
Total
Distributions
(1.73)
(1.55)
Net
Asset
Value,
End
of
Period
$30.02
$30.81
$28.13
Total
Return(c)(d)
(2.56)%
15.44%
16.00%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.89%
0.89%
0.89%
Net
Investment
Income
(Loss)(e)
1.22%
0.69%
0.26%
Gross
Expenses(e)(f)
1.01%
1.28%
2.10%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$14,455
$5,684
$2,244
Portfolio
Turnover(c)(g)
28%
48%
72%
(a)
Commencement
of
operations.
(b)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
25
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$31.12
$28.40
$25.83
$29.21
$25.99
$26.17
Investment
Activities:
Net
investment
income
(loss)(a)
0.15
0.19
0.17
0.19
0.02
0.12
Net
realized
and
unrealized
gains
(losses)
(0.97)
4.25
3.94
(1.39)
7.69
0.07
Total
from
Investment
Activities
(0.82)
4.44
4.11
(1.20)
7.71
0.19
Distributions
to
Shareholders
from:
Net
investment
income
(0.23)
(0.30)
(0.20)
(0.05)
Net
realized
gains
(1.49)
(1.24)
(1.98)
(4.44)
(0.37)
Total
Distributions
(1.72)
(1.54)
(2.18)
(4.49)
(0.37)
Net
Asset
Value,
End
of
Period
$30.30
$31.12
$28.40
$25.83
$29.21
$25.99
Total
Return(b)(c)
(2.63)%
15.40%
16.07%
(4.23)%
30.03%
0.77%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.94%
0.94%
1.01%
1.12%
1.12%
1.12%
Net
Investment
Income
(Loss)(d)
1.01%
0.60%
0.62%
0.67%
0.05%
0.54%
Gross
Expenses(d)(e)
1.04%
1.05%
1.13%
1.21%
1.19%
1.23%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$340,909
$338,632
$248,103
$172,847
$177,278
$168,087
Portfolio
Turnover(b)(f)
28%
48%
72%
98%
64%
108%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
26
See
notes
to
financial
statements.
Victory
RS
Partners
Fund
Member
Class
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
November
3,
2020(a)
through
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$28.10
$25.79
$23.58
$26.87
$24.22
$19.64
Investment
Activities:
Net
investment
income
(loss)(b)
0.11
0.11
0.12
0.15
(0.04)
0.01
Net
realized
and
unrealized
gains
(losses)
(0.88)
3.87
3.59
(1.29)
7.17
4.94
Total
from
Investment
Activities
(0.77)
3.98
3.71
(1.14)
7.13
4.95
Distributions
to
Shareholders
from:
Net
investment
income
(0.18)
(0.26)
(0.17)
(0.04)
Net
realized
gains
(1.49)
(1.24)
(1.98)
(4.44)
(0.37)
Total
Distributions
(1.67)
(1.50)
(2.15)
(4.48)
(0.37)
Net
Asset
Value,
End
of
Period
$27.33
$28.10
$25.79
$23.58
$26.87
$24.22
Total
Return(c)(d)
(2.74)%
15.18%
15.90%
(4.36)%
29.90%
25.22%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.13%
1.13%
1.18%
1.25%
1.25%
1.25%
Net
Investment
Income
(Loss)(e)
0.83%
0.41%
0.48%
0.59%
(0.14)%
0.36%
Gross
Expenses(e)(f)
1.38%
1.38%
1.57%
1.78%
3.05%
33.63%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$6,653
$6,410
$5,488
$4,719
$2,994
$102
Portfolio
Turnover(c)(g)
28%
48%
72%
98%
64%
108%
(a)
Commencement
of
operations.
(b)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
27
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Value
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$24.92
$24.25
$24.04
$26.33
$23.68
$24.79
Investment
Activities:
Net
investment
income
(loss)(a)
0.09
0.08
0.07
0.03
0.03
0.03
Net
realized
and
unrealized
gains
(losses)
0.13
3.05
1.71
(0.80)
6.34
(0.68)
Total
from
Investment
Activities
0.22
3.13
1.78
(0.77)
6.37
(0.65)
Distributions
to
Shareholders
from:
Net
investment
income
(0.10)
(0.15)
(0.12)
(0.11)
Net
realized
gains
(2.36)
(1.42)
(1.40)
(3.61)
(0.46)
Total
Distributions
(2.46)
(1.57)
(1.52)
(3.72)
(0.46)
Net
Asset
Value,
End
of
Period
$25.14
$24.92
$24.25
$24.04
$26.33
$23.68
Total
Return(b)(c)
0.88%
12.63%
7.52%
(2.97)%
27.31%
(2.59)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.30%
1.30%
1.30%
1.30%
1.30%
1.30%
Net
Investment
Income
(Loss)(d)
0.71%
0.32%
0.30%
0.13%
0.12%
0.14%
Gross
Expenses(d)(e)
1.34%
1.33%
1.34%
1.32%
1.34%
1.37%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$150,878
$162,251
$163,769
$172,406
$188,881
$162,145
Portfolio
Turnover(b)(f)
27%
39%
55%
71%
69%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
28
See
notes
to
financial
statements.
Victory
RS
Value
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$20.15
$20.07
$20.16
$22.38
$20.65
$21.85
Investment
Activities:
Net
investment
income
(loss)(a)
(0.01)(b)
(0.10)
(0.09)
(0.14)
(0.16)
(0.11)
Net
realized
and
unrealized
gains
(losses)
0.11
2.54
1.42
(0.68)
5.50
(0.63)
Total
from
Investment
Activities
0.10
2.44
1.33
(0.82)
5.34
(0.74)
Distributions
to
Shareholders
from:
Net
realized
gains
(2.36)
(1.42)
(1.40)
(3.61)
(0.46)
Total
Distributions
(2.36)
(1.42)
(1.40)
(3.61)
(0.46)
Net
Asset
Value,
End
of
Period
$20.25
$20.15
$20.07
$20.16
$22.38
$20.65
Total
Return(c)(d)
0.50%
11.75%
6.76%
(3.71)%
26.28%
(3.35)%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
2.07%
2.07%
2.07%
2.07%
2.07%
2.07%
Net
Investment
Income
(Loss)(e)
(0.07)%
(0.44)%
(0.45)%
(0.65)%
(0.67)%
(0.62)%
Gross
Expenses(e)(f)
3.18%
3.23%
2.94%
3.00%
2.33%
2.60%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,078
$1,173
$1,228
$1,282
$1,398
$2,618
Portfolio
Turnover(c)(g)
27%
39%
55%
71%
69%
73%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statements
of
Operations
for
the
period
due
to
the
class
level
expenses
recognized.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
29
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Value
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$26.02
$25.21
$24.92
$27.23
$24.38
$25.45
Investment
Activities:
Net
investment
income
(loss)(a)
0.12
0.15
0.14
0.09
0.10
0.08
Net
realized
and
unrealized
gains
(losses)
0.13
3.18
1.78
(0.82)
6.53
(0.69)
Total
from
Investment
Activities
0.25
3.33
1.92
(0.73)
6.63
(0.61)
Distributions
to
Shareholders
from:
Net
investment
income
(0.16)
(0.21)
(0.18)
(0.17)
Net
realized
gains
(2.36)
(1.42)
(1.40)
(3.61)
(0.46)
Total
Distributions
(2.52)
(1.63)
(1.58)
(3.78)
(0.46)
Net
Asset
Value,
End
of
Period
$26.27
$26.02
$25.21
$24.92
$27.23
$24.38
Total
Return(b)(c)
0.96%
12.94%
7.75%
(2.71)%
27.57%
(2.37)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.06%
1.06%
1.06%
1.06%
1.06%
1.06%
Net
Investment
Income
(Loss)(d)
0.95%
0.56%
0.54%
0.36%
0.36%
0.38%
Gross
Expenses(d)(e)
1.07%
1.07%
1.07%
1.06%
1.06%
1.10%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$107,164
$112,008
$109,234
$120,583
$143,783
$142,515
Portfolio
Turnover(b)(f)
27%
39%
55%
71%
69%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
30
See
notes
to
financial
statements.
Victory
RS
Large
Cap
Alpha
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$56.73
$53.66
$47.92
$55.16
$50.59
$53.11
Investment
Activities:
Net
investment
income
(loss)(a)
0.41
0.71
0.44
0.40
0.65
0.52
Net
realized
and
unrealized
gains
(losses)
2.45
10.73
5.90
(2.88)
10.81
(1.12)
Total
from
Investment
Activities
2.86
11.44
6.34
(2.48)
11.46
(0.60)
Distributions
to
Shareholders
from:
Net
investment
income
(0.60)
(0.33)
(0.43)
(0.57)
(0.15)
Net
realized
gains
(7.77)
(0.27)
(4.33)
(6.32)
(1.77)
Total
Distributions
(8.37)
(0.60)
(4.76)
(6.89)
(1.92)
Net
Asset
Value,
End
of
Period
$59.59
$56.73
$53.66
$47.92
$55.16
$50.59
Total
Return(b)(c)
5.04%
21.02%
13.25%
(4.62)%
23.00%
(1.03)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.89%
0.89%
0.89%
0.89%
0.89%
0.89%
Net
Investment
Income
(Loss)(d)
1.45%
1.16%
0.88%
0.76%
1.13%
1.13%
Gross
Expenses(d)(e)
0.91%
0.91%
0.93%
0.92%
0.93%
0.95%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$483,672
$501,597
$449,497
$437,855
$495,890
$444,160
Portfolio
Turnover(b)(f)
25%
27%
39%
61%
52%
95%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
31
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Large
Cap
Alpha
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$43.13
$42.38
$37.97
$44.72
$42.07
$44.70
Investment
Activities:
Net
investment
income
(loss)(a)
0.14
0.17
0.03
(0.03)
0.13
0.14
Net
realized
and
unrealized
gains
(losses)
1.86
8.49
4.65
(2.32)
8.97
(1.00)
Total
from
Investment
Activities
2.00
8.66
4.68
(2.35)
9.10
(0.86)
Distributions
to
Shareholders
from:
Net
investment
income
(0.14)
(0.07)
(0.13)
Net
realized
gains
(7.77)
(0.27)
(4.33)
(6.32)
(1.77)
Total
Distributions
(7.91)
(0.27)
(4.40)
(6.45)
(1.77)
Net
Asset
Value,
End
of
Period
$45.13
$43.13
$42.38
$37.97
$44.72
$42.07
Total
Return(b)(c)
4.64%
20.02%
12.37%
(5.39)%
22.05%
(1.85)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.69%
1.69%
1.69%
1.69%
1.69%
1.69%
Net
Investment
Income
(Loss)(d)
0.65%
0.35%
0.07%
(0.07)%
0.27%
0.37%
Gross
Expenses(d)(e)
2.84%
2.85%
2.15%
1.92%
1.80%
1.79%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$931
$993
$1,587
$3,595
$6,230
$11,326
Portfolio
Turnover(b)(f)
25%
27%
39%
61%
52%
95%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
32
See
notes
to
financial
statements.
Victory
RS
Large
Cap
Alpha
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$56.41
$53.39
$47.67
$54.90
$50.37
$52.87
Investment
Activities:
Net
investment
income
(loss)(a)
0.48
0.84
0.54
0.52
0.78
0.62
Net
realized
and
unrealized
gains
(losses)
2.43
10.66
5.89
(2.89)
10.76
(1.10)
Total
from
Investment
Activities
2.91
11.50
6.43
(2.37)
11.54
(0.48)
Distributions
to
Shareholders
from:
Net
investment
income
(0.71)
(0.44)
(0.53)
(0.69)
(0.25)
Net
realized
gains
(7.77)
(0.27)
(4.33)
(6.32)
(1.77)
Total
Distributions
(8.48)
(0.71)
(4.86)
(7.01)
(2.02)
Net
Asset
Value,
End
of
Period
$59.32
$56.41
$53.39
$47.67
$54.90
$50.37
Total
Return(b)(c)
5.16%
21.25%
13.51%
(4.43)%
23.28%
(0.83)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.68%
0.68%
0.68%
0.68%
0.68%
0.68%
Net
Investment
Income
(Loss)(d)
1.69%
1.37%
1.09%
0.98%
1.35%
1.34%
Gross
Expenses(d)(e)
0.72%
0.73%
0.72%
0.71%
0.68%
0.82%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$36,332
$29,381
$23,905
$21,070
$20,169
$16,011
Portfolio
Turnover(b)(f)
25%
27%
39%
61%
52%
95%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
33
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Investors
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$16.18
$14.71
$13.10
$13.90
$12.84
$13.10
Investment
Activities:
Net
investment
income
(loss)(a)
0.05
0.05
—(b)
(0.01)
0.02
(0.01)
Net
realized
and
unrealized
gains
(losses)
0.11
3.07
1.72
(0.26)
3.25
(0.21)
Total
from
Investment
Activities
0.16
3.12
1.72
(0.27)
3.27
(0.22)
Distributions
to
Shareholders
from:
Net
investment
income
(0.06)
(0.03)
(0.01)
—(b)
Net
realized
gains
(1.59)
(0.08)
(0.52)
(2.21)
(0.04)
Total
Distributions
(1.65)
(0.11)
(0.53)
(2.21)
(0.04)
Net
Asset
Value,
End
of
Period
$16.34
$16.18
$14.71
$13.10
$13.90
$12.84
Total
Return(c)(d)
0.99%
20.87%
13.17%
(2.01)%
25.74%
(1.68)%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.33%
1.33%
1.33%
1.33%
1.33%
1.33%
Net
Investment
Income
(Loss)(e)
0.62%
0.32%
0.01%
(0.05)%
0.13%
(0.08)%
Gross
Expenses(e)(f)
1.58%
1.62%
1.63%
1.64%
1.66%
1.71%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$18,430
$18,409
$15,515
$15,250
$15,039
$12,663
Portfolio
Turnover(c)(g)
32%
74%
36%
69%
68%
66%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
34
See
notes
to
financial
statements.
Victory
RS
Investors
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$13.09
$12.19
$10.93
$11.76
$11.22
$11.54
Investment
Activities:
Net
investment
income
(loss)(a)
(0.01)(b)
(0.06)
(0.08)
(0.10)
(0.08)
(0.08)
Net
realized
and
unrealized
gains
(losses)
0.09
2.55
1.42
(0.21)
2.83
(0.20)
Total
from
Investment
Activities
0.08
2.49
1.34
(0.31)
2.75
(0.28)
Distributions
to
Shareholders
from:
Net
realized
gains
(1.59)
(0.08)
(0.52)
(2.21)
(0.04)
Total
Distributions
(1.59)
(0.08)
(0.52)
(2.21)
(0.04)
Net
Asset
Value,
End
of
Period
$13.17
$13.09
$12.19
$10.93
$11.76
$11.22
Total
Return(c)(d)
0.61%
19.92%
12.38%
(2.69)%
24.78%
(2.43)%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
2.07%
2.07%
2.07%
2.07%
2.07%
2.07%
Net
Investment
Income
(Loss)(e)
(0.14)%
(0.43)%
(0.72)%
(0.90)%
(0.64)%
(0.85)%
Gross
Expenses(e)(f)
2.66%
3.00%
3.41%
2.95%
2.42%
2.75%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$3,748
$2,744
$1,474
$909
$2,702
$3,306
Portfolio
Turnover(c)(g)
32%
74%
36%
69%
68%
66%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statements
of
Operations
for
the
period
due
to
the
class
level
expenses
recognized.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
35
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Investors
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$16.90
$15.29
$13.61
$14.41
$13.24
$13.47
Investment
Activities:
Net
investment
income
(loss)(a)
0.07
0.11
0.04
0.04
0.06
0.02
Net
realized
and
unrealized
gains
(losses)
0.11
3.19
1.79
(0.28)
3.36
(0.21)
Total
from
Investment
Activities
0.18
3.30
1.83
(0.24)
3.42
(0.19)
Distributions
to
Shareholders
from:
Net
investment
income
(0.10)
(0.07)
(0.04)
(0.04)
Net
realized
gains
(1.59)
(0.08)
(0.52)
(2.21)
(0.04)
Total
Distributions
(1.69)
(0.15)
(0.56)
(2.25)
(0.04)
Net
Asset
Value,
End
of
Period
$17.08
$16.90
$15.29
$13.61
$14.41
$13.24
Total
Return(b)(c)
1.07%
21.25%
13.52%
(1.73)%
26.07%
(1.41)%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.05%
1.05%
1.05%
1.05%
1.05%
1.05%
Net
Investment
Income
(Loss)(d)
0.86%
0.60%
0.30%
0.30%
0.40%
0.17%
Gross
Expenses(d)(e)
1.33%
1.40%
1.38%
1.36%
1.32%
1.50%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$72,390
$40,515
$19,261
$28,143
$12,577
$11,253
Portfolio
Turnover(b)(f)
32%
74%
36%
69%
68%
66%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
36
See
notes
to
financial
statements.
Victory
Global
Energy
Transition
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$30.83
$27.03
$30.30
$22.62
$12.36
$9.71
Investment
Activities:
Net
investment
income
(loss)(a)
0.09
0.25
0.42
0.25
(0.04)
(0.01)
Net
realized
and
unrealized
gains
(losses)
6.56
4.06
(3.05)
7.67
10.30
2.67
Total
from
Investment
Activities
6.65
4.31
(2.63)
7.92
10.26
2.66
Distributions
to
Shareholders
from:
Net
investment
income
(0.51)
(0.64)
(0.24)
(0.01)
Total
Distributions
(0.51)
(0.64)
(0.24)
(0.01)
Net
Asset
Value,
End
of
Period
$37.48
$30.83
$27.03
$30.30
$22.62
$12.36
Total
Return(b)(c)
21.57%
16.03%
(8.68)%
35.01%
83.01%
27.35%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.48%
1.48%
1.48%
1.48%
1.48%
1.48%
Net
Investment
Income
(Loss)(d)
0.60%
0.84%
1.34%
0.88%
(0.21)%
(0.15)%
Gross
Expenses(d)(e)
1.54%
1.54%
1.55%
1.53%
1.58%
1.79%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$65,943
$57,922
$62,033
$91,521
$78,317
$36,803
Portfolio
Turnover(b)(f)
28%
57%
47%
64%
79%
46%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
37
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Global
Energy
Transition
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$27.10
$23.87
$26.76
$19.98
$11.00
$8.71
Investment
Activities:
Net
investment
income
(loss)(a)
(0.03)(b)
0.01
0.15
0.01
(0.17)
(0.07)
Net
realized
and
unrealized
gains
(losses)
5.75
3.57
(2.67)
6.77
9.15
2.36
Total
from
Investment
Activities
5.72
3.58
(2.52)
6.78
8.98
2.29
Distributions
to
Shareholders
from:
Net
investment
income
(0.35)
(0.37)
—(c)
Total
Distributions
(0.35)
(0.37)
—(c)
Net
Asset
Value,
End
of
Period
$32.82
$27.10
$23.87
$26.76
$19.98
$11.00
Total
Return(d)(e)
21.11%
15.08%
(9.42)%
33.94%
81.64%
26.29%
Ratios
to
Average
Net
Assets:
Net
Expenses(f)(g)
2.28%
2.28%
2.28%
2.28%
2.28%
2.28%
Net
Investment
Income
(Loss)(f)
(0.19)%
0.05%
0.54%
0.03%
(1.02)%
(0.92)%
Gross
Expenses(f)(g)
3.06%
3.36%
2.77%
2.64%
2.41%
3.32%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,881
$1,536
$1,355
$2,396
$3,240
$2,385
Portfolio
Turnover(d)(h)
28%
57%
47%
64%
79%
46%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statements
of
Operations
for
the
period
due
to
the
class
level
expenses
recognized.
(c)
Amount
is
less
than
$0.005
per
share.
(d)
Not
annualized
for
periods
less
than
one
year.
(e)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(f)
Annualized
for
periods
less
than
one
year.
(g)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
38
See
notes
to
financial
statements.
Victory
Global
Energy
Transition
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$32.26
$28.26
$31.68
$23.64
$12.88
$10.11
Investment
Activities:
Net
investment
income
(loss)(a)
0.15
0.36
0.54
0.38
0.02
0.02
Net
realized
and
unrealized
gains
(losses)
6.87
4.25
(3.20)
8.00
10.75
2.78
Total
from
Investment
Activities
7.02
4.61
(2.66)
8.38
10.77
2.80
Distributions
to
Shareholders
from:
Net
investment
income
(0.61)
(0.76)
(0.34)
(0.01)
(0.03)
Total
Distributions
(0.61)
(0.76)
(0.34)
(0.01)
(0.03)
Net
Asset
Value,
End
of
Period
$39.28
$32.26
$28.26
$31.68
$23.64
$12.88
Total
Return(b)(c)
21.76%
16.38%
(8.37)%
35.46%
83.62%
27.73%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.15%
1.15%
1.15%
1.15%
1.15%
1.15%
Net
Investment
Income
(Loss)(d)
0.93%
1.17%
1.66%
1.24%
0.10%
0.18%
Gross
Expenses(d)(e)
1.21%
1.21%
1.21%
1.19%
1.21%
1.28%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$305,259
$262,203
$234,761
$314,108
$210,586
$119,237
Portfolio
Turnover(b)(f)
28%
57%
47%
64%
79%
46%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Notes
to
Financial
Statements
June
30,
2025
Victory
Portfolios
39
(Unaudited)
1.
Organization:
Victory
Portfolios
(the
“Trust”)
is
organized
as
a
Delaware
statutory
trust and
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 32
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.
The
accompanying
financial
statements
are
those
of
the
following five
funds
(collectively,
the
“Funds”
and
individually,
a
“Fund”).
Each
Fund,
with
the
exception
of
Victory
RS
Investors
Fund
and
Victory
Global
Energy
Transition
Fund, is
classified
as
diversified
under
the
1940
Act.
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. Victory
Capital
Management
Inc.
(“VCM”
or
the
“Adviser”)
is
an
indirect
wholly
owned
subsidiary
of
Victory
Capital
Holdings,
Inc.,
a
publicly
traded
Delaware
corporation,
and
a
wholly
owned
direct
subsidiary
of
Victory
Capital
Operating,
LLC.
Under
the
Trust’s
organizational
documents,
its
officers
and
trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
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 Funds
in
the
preparation
of their
financial
statements.
 The
policies
are
in
conformity
with
U.S.
Generally
Accepted
Accounting
Principles
(“GAAP”).
The
preparation
of
financial
statements
in
accordance
with
GAAP
requires
the Adviser
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
income
and
expenses
for
the
period.
Actual
results
could
differ
from
those
estimates.
The
Funds
follow
the
specialized
accounting
and
reporting
requirements
under
GAAP
that
are
applicable
to
investment
companies
under
Accounting
Standards
Codification
Topic
946.
Investment
Valuation:
The
Funds
record
investments
at
fair
value.
Fair
value
is
defined
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
valuation
techniques
described
below
maximize
the
use
of
observable
inputs
and
minimize
the
use
of
unobservable
inputs
in
determining
fair
value.
The
inputs
used
for
valuing
the
Funds’
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
quoted
prices
(unadjusted)
in
active
markets
for
identical
securities
Level
2
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
or
credit
spreads,
applicable
to
those
securities,
etc.)
Level
3
significant
unobservable
inputs
(including
the
Adviser’s
assumptions
in
determining
the
fair
value
of
investments)
Changes
in
valuation
techniques
may
result
in
transfers
in
or
out
of
an
assigned
level
within
the
disclosure
hierarchy.
The
inputs
or
methodologies
used
for
valuation
techniques
are
not
necessarily
an
indication
of
the
risks
associated
with
entering
into
those
investments.
The
Adviser,
appointed
as the
valuation
designee
by the
Trust’s
Board
of
Trustees
(the
“Board”),
has
established
the
Pricing
and
Liquidity
Committee
(the
“Committee”),
and
subject
to Board
oversight,
the
Committee
administers
and
oversees
the
Funds’
valuation
policies
and
procedures,
which are
approved
by
the
Board.
Portfolio
securities
listed
or
traded
on
securities
exchanges,
including
Exchange-Traded
Funds
(“ETFs”)
and
American
Depositary
Receipts,
are
valued
at
the
last
sale
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
closing 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 their
net
asset
value
("NAV").
These
valuations
are
typically
categorized
as
Level
1 in
the
fair
value
hierarchy.
In
the
event
that
price
quotations
or
valuations
are
not
readily
available,
investments
are
valued
at
fair
value
in
accordance
with
procedures
established
by
and
under
the
general
supervision
and
responsibility
of
the
Board.
These
valuations
are
typically
categorized
as
Level
2
or
Level
Funds
(Legal
Name)
Funds
(Short
Name)
Investment
Share
Classes
Offered
Victory
RS
Partners
Fund
RS
Partners
Fund
A,
R,
R6,
Y,
and
Member
Class
Victory
RS
Value
Fund
*
RS
Value
Fund
A,
C,
and
Y
Victory
RS
Large
Cap
Alpha
Fund
*
RS
Large
Cap
Alpha
Fund
A,
C,
and
Y
Victory
RS
Investors
Fund
*
RS
Investors
Fund
A,
C,
and
Y
Victory
Global
Energy
Transition
Fund
*
Global
Energy
Transition
Fund
A,
C,
and
Y
*
Effective
March
28,
2024,
the
Fund’s
Class
R
shares
were
converted
to
Class
A
shares
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
40
(Unaudited)
3
in
the
fair
value
hierarchy,
based
on
the
observability
of
inputs
used
to
determine
the
fair
value.
The
effect
of
fair
value
pricing
is
that
securities
may
not
be
priced
on
the
basis
of
quotations
from
the
primary
market
in
which
they
are
traded
and
the
actual
price
realized
from
the
sale
of
a
security
may
differ
materially
from
the
fair
value
price.
Valuing
these
securities
at
fair
value
is
intended
to
cause
the
Funds’
NAV to
be
more
reliable
than
it
otherwise
would
be.
In
accordance
with
procedures
adopted
by
the
Board,
fair
value
pricing
may
be
used
if
events
materially
affecting
the
value
of
foreign
securities
occur
between
the
time
the
exchange
on
which
they
are
traded
closes
and
the
time
the
Funds’
NAV is
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 categorized
as
Level
2
in
the
fair
value
hierarchy.
A
summary
of
the
valuations
as
of
June
30,
2025,
based
upon
the
three
levels
defined
above,
is
included
in
the
table
below
while
the
breakdown,
by
category,
of
investments
is
disclosed
on
the
Schedules
of
Portfolio
Investments  (amounts
in
thousands):
As
of June
30,
2025,
there
were
no
significant transfers
into/out
of
Level
3.
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
will
be
reclassified
to
realized
gains
or
return
of
capital
as
estimated
by
the
Funds
based
on
calendar
year-end
information
as
it
becomes
known
or
available.
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.
Special
Purpose
Acquisition
Companies
(“SPAC”):
The
Funds
may
invest
in
stock,
warrants
and
other
securities
of
SPACs.
A
SPAC
typically
is
a
publicly
traded
company
that
raises
funds
through
an
initial
public
offering
(“IPO”)
for
the
purpose
of
acquiring
or
merging
with
another
company
to
be
identified
subsequent
to
the
SPAC’s
IPO.
If
the
Fund
purchases
shares
of
a
SPAC
in
an
IPO
it
generally
will
bear
a
sales
commission,
which
may
be
significant.
The
securities
of
Level
1
Level
2
Level
3
Total
RS
Partners
Fund
Common
Stocks
...............................................
$
530,060
$
$
$
530,060
Preferred
Stocks
...............................................
587
587
Collateral
for
Securities
Loaned
...................................
8,091
8,091
Total
.......................................................
$
538,151
$
$
587
$
538,738
RS
Value
Fund
Common
Stocks
...............................................
253,644
253,644
Total
.......................................................
$
253,644
$
$
$
253,644
RS
Large
Cap
Alpha
Fund
Common
Stocks
...............................................
498,668
498,668
Total
.......................................................
$
498,668
$
$
$
498,668
RS
Investors
Fund
Common
Stocks
...............................................
89,533
89,533
Total
.......................................................
$
89,533
$
$
$
89,533
Global
Energy
Transition
Fund
Common
Stocks
...............................................
358,324
358,324
Warrants
....................................................
1,808
1,808
Collateral
for
Securities
Loaned
...................................
9,888
9,888
Total
.......................................................
$
368,212
$
$
1,808
$
370,020
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
41
(Unaudited)
a
SPAC
are
often
issued
in
“units”
that
include
one
share
of
common
stock
and
one
right
or
warrant
(or
partial
right
or
warrant)
conveying
the
right
to
purchase
additional
shares
or
partial
shares.
Unless
and
until
a
transaction
is
completed,
a
SPAC
generally
invests
its
assets
(less
a
portion
retained
to
cover
expenses)
in
U.S.
government
securities,
money
market
funds
and
similar
investments
whose
returns
or
yields
may
be
significantly
lower
than
those
of
the
Funds’
other
investments.
If
an
acquisition
or
merger
that
meets
the
requirements
for
the
SPAC
is
not
completed
within
a
pre-established
period
of
time,
the
invested
funds
are
returned
to
the
SPAC’s
shareholders,
less
certain
permitted
expenses,
and
any
rights
or
warrants
issued
by
the
SPAC
will
expire
worthless.
Derivative
Instruments:
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 the
Funds
to
purchase
or
sell
a
specific
currency
at
a
future
date
at
a
price
(in
U.S.
dollars)
set
at
the
time
of
the
contract.
The
Funds
do
not
engage
in
“cross-currency”
foreign
exchange
contracts
(i.e.,
contracts
to
purchase
or
sell
one
foreign
currency
in
exchange
for
another
foreign
currency).
The
Funds’
foreign
exchange
currency
contracts
might
be
considered
spot
contracts
(typically
a
contract
of
one
week
or
less)
or
forward
contracts
(typically
a
contract
term
over
one
week).
A
spot
contract
is
entered
into
for
purposes
of
hedging
against
foreign
currency
fluctuations
relating
to
a
specific
portfolio
transaction,
such
as
the
delay
between
a
security
transaction
trade
date
and
settlement
date.
Forward
contracts
are
entered
into
for
purposes
of
hedging
portfolio
holdings
or
concentrations
of
such
holdings.
Each
foreign
exchange
currency
contract
is
adjusted
daily
by
the
prevailing
spot
or
forward
rate
of
the
underlying
currency,
and
any
appreciation
or
depreciation
is
recorded
for
financial
statement
purposes
as
unrealized
until
the
contract
settlement
date,
at
which
time
the
Funds
record
realized
gains
or
losses
equal
to
the
difference
between
the
value
of
a
contract
at
the
time
it
was
opened
and
the
value
at
the
time
it
was
closed. The
Funds
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.
The
Funds
enter
into
foreign
exchange
currency
contracts
solely
for
spot
or
forward
hedging
purposes,
and
not
for
speculative
purposes
(i.e.,
the
Funds
do
not
enter
into
such
contracts
solely
for
the
purpose
of
earning
foreign
currency
gains).
 As
of June
30,
2025,
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
or
the
last
business
day
of
the
reporting
period.
Interest
income
is
determined
on
the
basis
of
coupon
interest
accrued
and
recorded
daily
using
the
effective
interest
method
which
adjusts,
where
applicable,
the
amortization
of
premiums
or
accretion
of
discounts. Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividends
included
in
income,
if
any,
are
recorded
at
the
fair
value
of
the
securities
received. 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
by
the
Funds
have
been
provided
for
in
accordance
with
each
investment’s
applicable
country’s
tax
rules
and
rates.
Securities
Lending:
The
Funds, through
a Securities
Lending
Agreement with
Citibank,
N.A.
(“Citibank”), may
lend
their
securities
to
qualified
financial
institutions,
such
as
certain
broker-dealers
and
banks,
to
earn
additional
income,
net
of
income
retained
by
Citibank. 
Borrowers
are
required
to
initially
secure
their
loans for
collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
securities
loaned
or
at
least
105%
of
the
value
of
non-U.S.
securities
loaned,
marked-to-market
daily.
Any
collateral
shortfalls
associated
with
increases
in
the
valuation
of
the
securities
loaned
are
generally
cured the
next
business
day.
The
collateral
can
be
received
in
the
form
of
cash
collateral
and/or
non-cash
collateral.
Non-
cash
collateral
can
include
U.S.
Government
Securities and
other
securities
as
permitted
by
Securities
and
Exchange
Commission
(“SEC”)
guidelines.
The
cash
collateral
is
invested
in
short-term
instruments
or
cash
equivalents,
primarily
open-end
investment
companies,
as
noted
on
the
Funds’
Schedules
of
Portfolio
Investments.
The
Funds
effectively
do not
have
control
of
the
non-cash
collateral
and
therefore
it
is
not
disclosed
on
the
Funds’
Schedules
of
Portfolio
Investments.
Collateral
requirements
are
determined
daily
based
on
the
value
of
the
Funds’
securities
on
loan
as
of
the
end
of
the prior
business
day. 
During
the
time
portfolio
securities
are
on
loan,
the
borrower
will
pay
the
Funds
any
dividends
or
interest
paid
on
such
securities
plus
any
fee
negotiated
between
the
parties
to
the
lending
agreement.
The
Funds
also
earn
a
return
from
the
collateral.
The
Funds
pay
Citibank
various
fees
in
connection
with
the
investment
of
cash
collateral
and
fees
based
on
the
investment
income
received
from
securities
lending
activities.
Securities
lending
income
(net
of
these
fees)
is
disclosed
on
the
Statements
of
Operations.
Loans
are
terminable
upon
demand
and
the
borrower
must
return
the
loaned
securities
within
the
lesser
of
one
standard
settlement
period
or
five
business
days. 
Although
risk
is
mitigated
by
the
collateral, a
Fund could
experience
a
delay
in
recovering
its
securities
and
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
them.
In
addition,
there
is
a
risk that
the
value
of
the
short-term
investments
will
be
less
than
the
amount
of
cash
collateral
required
to
be
returned
to
the
borrower.
The
Funds’
agreement
with
Citibank
does
not
include
master
netting
provisions.
Non-cash
collateral
received
by
the
Funds
may
not
be
sold
or
repledged,
except
to
satisfy
borrower
default.
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
42
(Unaudited)
The
following
table
is
a
summary
of
the
Funds’
securities
lending
transactions
as
of
June
30,
2025  (amounts
in
thousands):
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,
if
any, are
disclosed
as
Net
change
in
unrealized
appreciation/depreciation
on investment
securities
and
foreign
currency
translations
on
the
Statements
of
Operations.
Realized
gains
or
losses
from
these
fluctuations,
if
any, are
disclosed
as
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
on
the
Statements
of
Operations.
Federal
Income
Taxes:
Each
Fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
by
complying
with
the
provisions
available
to
certain
investment
companies,
as
defined
in
applicable
sections
of
the
Internal
Revenue
Code,
and
to
make
distributions
of
net
investment
income
and
net
realized
gains
sufficient
to
relieve
it
from
all,
or
substantially
all,
federal
income
taxes.
Accordingly,
no
provision
for
federal
income
taxes
is
required
in
the
financial
statements.
The
Funds
have
a
tax
year
end
of
December
31.
For
the
six
months
ended
June
30,
2025,
the
Funds
did
not
incur
any
income
tax,
interest,
or
penalties,
and
have
recorded
no
liability
for
net
unrecognized
tax
benefits
relating
to
uncertain
tax
positions.
Management
of
the
Funds
has
reviewed
tax
positions
taken
in
tax
years
that
remain
subject
to
examination
by
all
major
tax
jurisdictions,
including
federal
(i.e.,
the
last
four
tax
years,
which
includes
the
current
fiscal
tax
year
end).
Management
believes
that
there
is
no
tax
liability
resulting
from
unrecognized
tax
benefits
related
to
uncertain
tax
positions
taken.
Allocations:
Expenses
directly
attributable
to a
Fund
are
charged
to that
Fund,
while
expenses
that
are
attributable
to
more
than
one
fund
in
the
Trust,
or
jointly
with
an
affiliated
trust,
are
allocated
among
the
respective
funds
in
the
Trust
and/or
an
affiliated
trust
based
upon
net
assets
or
another
appropriate
basis.
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statements
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
six
months
ended
June
30,
2025,
were
as
follows  (amounts
in
thousands):
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
RS
Partners
Fund
.................................................
$
7,984
$
$
8,091
Global
Energy
Transition
Fund
.......................................
8,877
9,888
Excluding
U.S.
Government
Securities
Purchases
Sales
RS
Partners
Fund
..........................................................................
$
170,645
$
146,011
RS
Value
Fund
............................................................................
68,359
80,938
RS
Large
Cap
Alpha
Fund
...................................................................
126,219
157,563
RS
Investors
Fund
.........................................................................
52,928
23,479
Global
Energy
Transition
Fund
................................................................
86,317
97,210
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
43
(Unaudited)
4.
Fees
and
Transactions
with
Affiliates
and
Related
Parties:
Investment
Advisory
Fees: 
Investment
advisory
services
are
provided
to
the
Funds
by
the
Adviser,
which
is
a
New
York
corporation
registered
as
an
investment
adviser
with
the
SEC.
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
Energy
Transition
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
accrued
daily
and
paid
monthly
at
an
annualized
rate
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.
Amounts
incurred
and
paid
to
VCM
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Investment
advisory
fees.
Administration
and
Servicing
Fees:
VCM
also
serves
as
the
Funds’
administrator
and
fund
accountant.
Under
the
Administration
and
Fund
Accounting
Agreement,
VCM
is
paid
an
administration
fee
based
on
a
percentage
of
the
average
daily
net
assets
of
the
Trust,
Victory
Variable
Insurance
Funds
and
Victory
Portfolios
II.
The
tiered
rates
at
which
VCM
is
paid
by
the
Funds
are
shown
in
the
table
below:
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
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 six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-
Administration
fees.
The
Funds
(as
part
of
the
Trust)
have
entered
into
an
agreement
with
the
Adviser
to
provide
compliance
services,
pursuant
to
which
the
Adviser
furnishes
its
compliance
personnel,
including
the
services
of
the
Chief
Compliance
Officer
(“CCO”),
and
other
resources
reasonably
necessary
to
provide
the
Trust
with
compliance
oversight
services
related
to
the
design,
administration,
and
oversight
of
a
compliance
program
for
the
Trust
in
accordance
with
Rule
38a-1
under
the
1940
Act.
The
CCO
is
an
employee
of
the
Adviser,
which
pays
the
compensation
of
the
CCO
and
support
staff.
The
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
and
Victory
Portfolios
II,
in
the
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Compliance
fees.
Transfer
Agency
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
six
months ended
June
30,
2025,
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.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
if
any,
are
reflected
on
the
Statements
of
Operations
as
Transfer
agent
fees.
Sub-Transfer
Agency
Fees:
The
Funds
have
entered
into
Sub-Transfer
Agency
Agreements
with
financial
intermediaries
that
provide
recordkeeping,
processing,
shareholder
communications
and
other
services
to
customers
of
the
intermediaries
that
hold
positions
in
the
Funds
and
have
agreed
to
compensate
the
intermediaries
for
providing
those
services.
Intermediaries
transact
with
the
Funds
primarily
through
the
use
of
omnibus
accounts
on
behalf
of
their
customers
who
hold
positions
in
the
Funds.
These
services
would
have
been
provided
by
the
Funds’
transfer
agent
and
other
service
providers
if
the
shareholders’
accounts
were
maintained
directly
at
the
Funds’
transfer
agent.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-Transfer
agent
fees.
Flat
Rate
RS
Partners
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.83%
RS
Value
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.85%
RS
Large
Cap
Alpha
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.50%
RS
Investors
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.00%
Global
Energy
Transition
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.00%
Net
Assets
Up
to
$15
billion
$15
billion
$30
billion
Over
$30
billion
0.08%,
plus
0.05%,
plus
0.04%
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
44
(Unaudited)
Distributor/Underwriting
Services:
Victory
Capital
Services,
Inc.
(the
“Distributor”),
an
affiliate
of
the
Adviser,
serves
as
Distributor
for
the
continuous
offering
of
the
shares
of
the
Funds
pursuant
to
a
Distribution
Agreement
between
the
Distributor
and
the
Trust.
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
up
to
the
annual
rate
shown
in
the
table
below:
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
C,
and
Class
R.
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
12b-1
fees.
In
addition,
the
Distributor
is
entitled
to
receive
commissions
in
connection
with sales
of
Class
A.
For
the
six
months
ended
June
30,
2025,
the
Distributor
received
the
following
from
commissions
earned
in
connection with
sales
of
Class
A
(amounts
in
thousands): 
Other
Fees:
Citibank
serves
as
the
Funds’
custodian.
The
Funds
pay
Citibank
a
fee
for
providing
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Custodian
fees.
Sidley
Austin
LLP
provides
legal
services
to
the
Trust.
The
Adviser
has
entered
into
an
expense
limitation
agreement
with
the
Trust. Under
the
terms
of
the
agreement,
the
Adviser
has
agreed
to
waive
fees
or
reimburse
certain
expenses
to
the
extent
that
ordinary
operating
expenses
incurred
by
certain
classes
of
the
Funds
in
any
fiscal
year
exceed
the
expense
limits
for the
Funds.
Such
excess
amounts
will
be
the
liability
of
the
Adviser.
Acquired
fund
fees
and
expenses,
interest,
taxes,
brokerage
commissions,
other
expenditures which
are
capitalized
in
accordance
with
GAAP,
and
other
extraordinary
expenses
not
incurred
in
the
ordinary
course
of the
Funds’
business
are
excluded
from
the
expense
limits.
As
of
June
30,
2025,
the
expense
limits
(excluding
voluntary
waivers) were
as
follows:
Under
the
terms
of
the
expense
limitation agreement, the Funds
have
agreed
to
repay
fees
and
expenses
that
were
waived
or
reimbursed
by
the
Adviser
for
a
period
of
up
to
three
years
(thirty-six
(36)
months)
after
the
waiver
or
reimbursement
took
place,
subject
to
the
lesser
of
any
operating
expense
limits
in
effect
at
the
time
of:
(a)
the
original
waiver
or
expense
reimbursement;
or
(b)
the
recoupment,
after
giving
effect
to
the
recoupment
amount.
The
Funds
have
not
recorded
any
amounts
available
to
be
repaid
to
the
Adviser
as
a
commitment
and
contingency
liability
due
to
an
assessment
that
such
repayments
are
not
probable
at
June
30,
2025.
For
the
six
months ended
June
30,
2025,
the
following
recoupment
amounts
were
paid
to
the
Adviser
(amounts
in
thousands):
Class
A
Class
C
Class
R
RS
Partners
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
N/A
0.50%
RS
Value
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
RS
Large
Cap
Alpha
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
RS
Investors
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
Global
Energy
Transition
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
Amount
RS
Partners
Fund
.....................................................................................
$
1
RS
Value
Fund
.......................................................................................
—(a)
RS
Large
Cap
Alpha
Fund
..............................................................................
4
RS
Investors
Fund
....................................................................................
1
Global
Energy
Transition
Fund
...........................................................................
—(a)
(a)
Rounds
to
less
than
$1
thousand.
In
effect
until
April
30,
2026
Class
A
Class
C
Class
R
Class
R6
Class
Y
Member
Class
RS
Partners
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.33%
N/A
1.69%
0.89%
0.94%
1.13%
RS
Value
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.30%
2.07%
N/A
N/A
1.06%
N/A
RS
Large
Cap
Alpha
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.89%
1.69%
N/A
N/A
0.68%
N/A
RS
Investors
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.33%
2.07%
N/A
N/A
1.05%
N/A
Global
Energy
Transition
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.48%
2.28%
N/A
N/A
1.15%
N/A
Amount
RS
Partners
Fund
.....................................................................................
$
13

 

Victory Portfolios

 

Notes to Financial Statements — continued

June 30, 2025

  (Unaudited)

 

As of June 30, 2025, the following amounts are available to be repaid to the Adviser (amounts in thousands):

 

 

Expires
2025

Expires
2026

Expires
2027

Expires
2028

Total

RS Partners Fund $ 145 $ 350 $ 358 $ 182 $ 1,035
RS Value Fund   21   89   79   43   232
RS Large Cap Alpha Fund   70   177   135   57   439
RS Investors Fund   62   140   180   111   493
Global Energy Transition Fund   123   267   210   102   702

 

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 six months ended June 30, 2025.

 

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

 

5. Risks:

The following describes the principal risks that you may assume as an investor in each Fund. The risk descriptions below provide a more detailed explanation of the principal investment risks. The Funds may be subject to other risks in addition to these identified risks.

 

 

 

RS Partners Fund RS Value Fund RS Large Cap Alpha Fund RS Investors Fund Global Energy Transition Fund
Equity Securities Risk x x x x x
General Market Risk x x x x x
Smaller-Capitalization Stock Risk x x   x x
Limited Portfolio Holdings Risk x x x    
Natural Resources Investment Risk         x
Sector Focus Risk x x x x x

 

Equity Securities Risk — The values of the equity securities in which the Fund(s) invest(s) may decline in response to developments affecting individual companies and/or general market economic, and political conditions, and other factors. A company’s earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors.  Price changes may be temporary or may last for extended periods.

 

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

 

Smaller-Capitalization Stock Risk — Small- and mid-sized companies are subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.

 

Limited Portfolio Holdings Risk —To the extent the Fund(s) invest assets in a more limited number of issuers than many other funds, a decline in the market value of a particular security may affect the Fund’s (or Funds’) value more than if the Fund(s) invested in a larger number of issuers.

 

Natural Resources Investment Risk — Investment in companies in natural resources industries (including those in the energy sector) can be significantly affected by (often rapid) changes in supply of, or demand for, various natural resources. They may also be affected by changes in energy prices, international political and economic developments, environmental incidents, energy conservation, the success of exploration projects, changes in commodity prices, and tax and other government regulations. For example, the COVID-19 pandemic has drastically

 

45

 

 

Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
46
(Unaudited)
reduced
the
demand
for
various
natural
resources
and
has
drastically
increased
the
price
volatility
of
natural
resources
and
companies
within
the
natural
resources
industry.
An
extended
period
of
reduced
(or
negative)
prices
may
significantly
lengthen
the time
that
companies
within
the
natural
resources
industries
would
need
to
recover
after
a
stabilization
of
prices.
Investments
in
interests
in
gas
or
mineral
exploration
or
development
programs,
including
pipelines,
may
be
held
through
master
limited
partnerships,
which
are
generally
subject
to
many
of
the
risks
that
apply
to
partnerships
and
may
also
be
subject
to
certain
tax
risks.
Sector Focus
Risk
— To
the
extent
the
Fund(s)
focus
in
one
or
more
sectors,
such
as
the information
technology
sector
or
financial
sector, market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund’s
(or
Funds’)
 investments
and
could
make
the
Fund’s (or
Funds’)
performance
more
volatile.
Financials Sector Risk
— 
Companies
in
the
financials
sector
are
subject
to
extensive
government
regulation,
which
may
limit
both
the
amounts
and
types
of
loans
and
other
financial
commitments
that
companies
in
this
sector
can
make,
and
the
interest
rates
and
fees
that
these
companies
can
charge.
Profitability
can
be
largely
dependent
on
the
availability
and
cost
of
capital
and
the
rate
of
corporate
and
consumer
debt
defaults,
and
can
fluctuate
significantly
when
interest
rates
change.
Financial
difficulties
of
borrowers
can
negatively
affect
the
financials
sector.
Insurance
companies
can
be
subject
to
severe
price
competition.
The
financials
sector
can
be
subject
to
relatively
rapid
change
as
dis-
tinctions
between
financial
service
segments
become
increasingly
blurred.
Materials
Sector
Risk
Companies
in
the
materials
sector
may
be
adversely
affected
by
the
level
and
volatility
of
commodity
prices,
ex-
change
rates,
import
controls,
increased
competition,
environmental
policies,
consumer
demand,
and
events
occurring
in
nature.
For
instance,
natural
events
(such
as
earthquakes,  hurricanes,
or
fires
in
prime
natural
resource
areas)
and
political
events
(such
as
government
instability
or
military
confrontations)
can
affect
the
value
of
companies
involved
in
business
activities
in
the
materials
sector.
Performance
of
such
com-
panies
may
be
affected
by
factors
including,
among
others,
that
at
times
worldwide
production
of
industrial
materials
has
exceeded
demand
as
a
result
of
over-building
or
economic
downturns,
leading
to
poor
investment
returns
or
losses.
Other
risks
may
include
liabilities
for
environ-
mental
damage
and
general
civil
liabilities,
depletion
of
resources,
and
mandated
expenditures
for
safety
and
pollution
control.
The
materials
sector
may
also
be
affected
by
economic
cycles,
rising
interest
rates,
high
inflation,
technical
progress,
labor
relations,
legislative
or
regulatory
changes,
local
and
international
politics,
and
adverse
market
conditions.
Energy
Sector
Risk
Companies
operating
in
the
energy
sector
may
be
cyclical
and
highly dependent
on
energy
prices.
They
may
be
ad-
versely
impacted
by
general
economic
conditions,
worldwide
demand,
political
instability
in
the
regions
that
the
companies
operate,
govern-
ment
regulation
stipulating
rates
charged
by
utilities,
interest
rate
sensitivity,
oil
and
other
energy
price
volatility,
energy
conservation
efforts,
environmental
policies,
depletion
of
resources,
the
cost
of
providing
the
specific
utility
services,
and
other
factors
that
they
cannot
control.
Companies
in
this
sector
may
be
subject
to
substantial
government
regulation
and
contractual
fixed
pricing.
In
addition,
these
companies
are
at
risk
of
civil
liability
from
accidents
resulting
in
injury,
loss
of
life
or
property,
pollution
or
other
environmental
damage
claims,
and
risk
of
loss
from
terrorism
and
natural
disasters.
6.
Borrowing
and
Interfund
Lending:
Line
of
Credit:
The
Victory
Funds
Complex
participates
in
a
short-term
demand
note
“Line
of
Credit”
agreement
with
Citibank.
Under
the
agreement
with
Citibank,
the funds in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios
II,
and
Victory
Portfolios
III
(collectively,
the  “Victory
Funds
Complex”),
in
aggregate,
may
borrow
up
to
$600
million,
of
which
$300
million
is
committed
and
$300
million
is
uncommitted.
$40
million
of
the
Line
of
Credit
is
reserved
for
use
by
the
Victory
Floating
Rate
Fund,
another
series
of
the
Victory
Funds
Complex,
with
Victory
Floating
Rate
Fund
paying
the
related
commitment
fees
for
that
amount.
The
purpose
of
the
Line
of
Credit
is
to
meet
temporary
or
emergency
cash
needs.
For
the six
months
ended
June
30,
2025,
Citibank
received
an
annual
commitment
fee
of
0.15%
on
$300
million
for
providing
the
Line
of
Credit.
Each
Fund
in
the
Victory
Funds
Complex
paid
a
pro-rata
portion
of
the
commitment
fees
plus
any
interest
on
amounts
borrowed.
Interest
is
based
on
the
one-month Secured
Overnight
Financing
Rate
plus
1.10
percent.
Effective
June
24,
2025,
the
agreement
was
renewed
with
a
termination
date
of
June
22,
2026,
and
the
annual
commitment
fee
of
0.15%
remained
unchanged.
Dedicated
portions
to
the
Victory
Floating
Rate
Fund
have
been
removed,
making
the
entire
Line
of
Credit
(committed
and
uncommitted)
available
to
all
funds.
Interest
charged
to each
Fund during
the
period,
if
applicable,
is
reflected
on
the
Statements
of
Operations
under
Line
of
credit
fees.
The
Funds
had
no
borrowings
under the
Line
of
Credit
agreement
during
the
six
months
ended
June
30,
2025.
Interfund
Lending:
The
Trust
and
the
Adviser
rely
on
an
exemptive
order
granted
by
the
SEC
in
March
2017
(the
“Order”),
permitting
the
establishment
and
operation
of
an
Interfund
Lending
Facility
(the
“Facility”).
The
Facility
allows
each
Fund
to
directly
lend
and
borrow
money
to
or
from
any
other
fund
in
the
Victory
Funds
Complex
that
is
permitted
to
participate
in
the
Facility,
relying
upon
the
Order
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Advances
under
the
Facility
are
allowed
for
temporary
or
emergency
purposes,
including
the
meeting
of
redemption
requests
that
otherwise
might
require
the
untimely
disposition
of
securities,
and
are
subject
to
each
Fund’s
borrowing
restrictions.
The
interfund
loan
rate
is
determined,
as
specified
in
the
Order,
by
averaging
the
current
repurchase
agreement
rate
and
the
current
bank
loan
rate.
As
a
Borrower
(as
defined
in
the
Order),
interest
charged
to
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending
fees.
As
a
Lender
(as
defined
in
the
Order),
interest
earned
by
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending.
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
47
(Unaudited)
The
Funds
did
not
utilize
or
participate
in
the
Facility
during
the
six
months
ended
June
30,
2025.
7.
Federal
Income
Tax
Information:
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
as
noted
in
the
table
below.
Distributable
net
realized
gains,
if
any,
are
declared
and
distributed
at
least
annually
from
each
Fund. 
The
amounts
of
dividends
from
net
investment
income
and
distributions
from
net
realized
gains
(collectively,
distributions
to
shareholders)
are
determined
in
accordance
with
federal
income
tax
regulations,
which
may
differ
from
GAAP.
To
the
extent
these
“book/tax”
differences
are
permanent
in
nature
(e.g.,
net
operating
loss
and
distribution
reclassification),
such
amounts
are
reclassified
within
the
components
of
net
assets
based
on
their
federal
tax-basis
treatment;
temporary
differences
(e.g.,
wash
sales)
do
not
require
reclassification.
To
the
extent
dividends
and
distributions
exceed
net
investment
income
and
net
realized
gains
for
tax
purposes,
they
are
reported
as
distributions
of
capital.
Net
investment
losses
incurred
by
the
Funds
may
be
reclassified
as
an
offset
to
capital
on
the
accompanying
Statements
of
Assets
and
Liabilities.
As
of
the
tax
year
ended December
31,
2024,
the
following
Funds had
net
capital
loss
carryforwards as shown
in
the
table
below.
It
is
unlikely
that
the
Board
will
authorize
a
distribution
of
capital
gains
realized
in
the
future
until
the
capital
loss
carryforwards
have
been
used
(amounts
in
thousands):
8.
Affiliated
Securities:
An
affiliated
security
is
a
security
in
which
a
Fund
has
ownership
of
at
least
5%
of
the
security’s
outstanding
voting
shares,
an
investment
company
managed
by
VCM,
or
an
issuer
under
common
control
with
a
Fund
or
VCM.
The
Funds
do
not
invest
in
affiliated
securities
for
the
purpose
of
exercising
management
or
control.
These
securities
are
noted
as
affiliated
on
a
Fund’s
Schedule
of
Portfolio
Investments.
Section
12(d)(3)
of
the
1940
Act,
and
Rule
12d3-1(c)
under
the
1940
Act,
generally
prohibit
a
fund
from
purchasing
the
securities
issued
by,
among
other
entities,
a
fund’s
investment
adviser.
When
a
fund’s
investment
objective
is
to
track
the
performance
of
an
unaffiliated
index
by
investing
in
the
stocks
that
comprise
that
index,
the
staff
of
the
SEC
has
taken
the
position
that,
subject
to
certain
conditions,
the
fund
may
establish
and
maintain
a
position
in
the
common
stock
of
an
affiliate
of
the
fund’s
investment
adviser
in
an
amount
approximately
in
proportion
to
the
percentage
that
the
stock
is
represented
in
the
index.
In
seeking
to
provide
investment
results
that
closely
correspond
to
its
respective
unaffiliated
index,
one
or
more
Funds
may
hold
the
securities
of
Victory
Capital
Holdings,
Inc.,
the
parent
company
of
VCM
and
other
Fund
service
providers.
Transactions
in
affiliated
securities
during
the
six
months
ended
June
30,
2025,
were
as
follows
(amounts
in
thousands,
except
shares):
9.
Segment
Reporting:
In
this
reporting
period,
the
Funds
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
each
Fund’s
financial
position
or
the
results
of
its
operations.
The
Adviser's
Management
Committee acts
as
each
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
Each
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
each
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
Fund's
single
investment
objective.
The
financial
information
in
the
form
of
the
Funds’
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
each
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
Declared
Paid
RS
Partners
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Value
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Large
Cap
Alpha
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Investors
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
Global
Energy
Transition
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
Short-Term
Amount
Long-Term
Amount
Total
Global
Energy
Transition
Fund
............................................
$
$
(1,719,150)
$
(1,719,150)
Fair
Value
12/31/2024
Purchases
at
Cost
Proceeds
from
Sales
Net
Realized
Gains
(Losses)
Net
Change
in
Unrealized
Appreciation/
Depreciation
Fair
Value
6/30/2025
Shares
Dividend
Income
Capital
Gain
Distributions
Global
Energy
Transition
Fund
Compass
Minerals
International,
Inc.
......
$
33,430
$
6,011
$
(6,075)
$
(871)
$
31,714
$
64,209
3,196,047
$
$
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
48
(Unaudited)
within
each
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statements
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statements
of
Operations.
Victory
Funds
P.O.
Box
182593
Columbus,
Ohio
43218-2593
Visit
our
website
at:
vcm.com
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
VPRSVF-SAR
(6/25)
June
30,
2025
Semi-Annual:
Full
Financials
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
vcm.com
News,
Information
And
Education
24
Hours
A
Day,
7
Days
A
Week
The
Victory
Capital
website
gives
fund
shareholders,
prospective
shareholders,
and
investment
professionals
a
convenient
way
to
access
fund
information,
get
guidance,
and
track
fund
performance
anywhere
they
can
access
the
Internet.
The
site
includes:
Detailed
performance
records
Daily
share
prices
The
latest
fund
news
Investment
resources
to
help
you
become
a
better
investor
A
section
dedicated
to
investment
professionals
Whether
you’re
a
potential
investor
searching
for
the
fund
that
matches
your
investment
philosophy,
a
seasoned
investor
interest-
ed
in
planning
tools,
or
an
investment
professional,
vcm.com
has
what
you
seek.
Visit
us
anytime.
We’re
always
open.
TABLE
OF
CONTENTS
Victory
Portfolios
1
Schedules
of
Portfolio
Investments
(Form
N-CSR
Item
6)
Victory
RS
Small
Cap
Growth
Fund
3
Victory
RS
Select
Growth
Fund
6
Victory
RS
Mid
Cap
Growth
Fund
8
Victory
RS
Growth
Fund
11
Victory
RS
Science
and
Technology
Fund
13
Financial
Statements
(Form
N-CSR
Item
7)
Statements
of
Assets
and
Liabilities
16
Statements
of
Operations
18
Statements
of
Changes
in
Net
Assets
20
Financial
Highlights
24
Notes
to
Financial
Statements
(Form
N-CSR
Item
7)
43
2
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
Visit
our
website
at:
vcm.com
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
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
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
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Small
Cap
Growth
Fund
3
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(98.8%)
Consumer
Discretionary
(8.3%):
Champion
Homes,
Inc.
(a)
.................................................
49,660
$
3,109
Five
Below,
Inc.
(a)
......................................................
38,540
5,056
Ollie's
Bargain
Outlet
Holdings,
Inc.
(a)
.......................................
17,880
2,356
OneSpaWorld
Holdings
Ltd.
...............................................
267,250
5,449
The
Cheesecake
Factory,
Inc.
(b)
............................................
52,740
3,305
Universal
Technical
Institute,
Inc.
(a)
.........................................
127,537
4,322
Warby
Parker,
Inc.
,
Class
A
(a)
..............................................
175,120
3,840
Wingstop,
Inc.
.........................................................
15,450
5,203
32,640
Consumer
Staples
(3.6%):
Natural
Grocers
by
Vitamin
Cottage,
Inc.
......................................
106,299
4,172
The
Honest
Co.,
Inc.
(a)
...................................................
1,007,150
5,127
The
Simply
Good
Foods
Co.
(a)
.............................................
75,060
2,371
The
Vita
Coco
Co.,
Inc.
(a)
................................................
74,670
2,696
14,366
Electronic
Equipment,
Instruments
&
Components
(7.0%):
Badger
Meter,
Inc.
......................................................
8,800
2,155
Fabrinet
(a)
............................................................
39,880
11,752
Itron,
Inc.
(a)
..........................................................
23,850
3,139
Mirion
Technologies,
Inc.
(a)
...............................................
277,740
5,980
Novanta,
Inc.
(a)
........................................................
36,800
4,745
27,771
Energy
(2.4%):
Archrock,
Inc.
.........................................................
134,290
3,335
Matador
Resources
Co.
...................................................
85,860
4,097
Permian
Resources
Corp.
.................................................
157,150
2,140
9,572
Financials
(8.9%):
Euronet
Worldwide,
Inc.
(a)
................................................
46,700
4,734
FirstCash
Holdings,
Inc.
..................................................
38,610
5,218
Palomar
Holdings,
Inc.
(a)
.................................................
19,350
2,985
Payoneer
Global,
Inc.
(a)
..................................................
808,220
5,536
TWFG,
Inc.
(a)
.........................................................
69,790
2,443
Walker
&
Dunlop,
Inc.
...................................................
11,670
822
Wintrust
Financial
Corp.
..................................................
57,410
7,118
WisdomTree,
Inc.
.......................................................
541,810
6,236
35,092
Health
Care
(24.6%):
Adaptive
Biotechnologies
Corp.
(a)
..........................................
499,760
5,822
AnaptysBio,
Inc.
(a)
.....................................................
134,950
2,996
Apogee
Therapeutics,
Inc.
(a)
(b)
............................................
64,850
2,816
Arcellx,
Inc.
(a)
........................................................
50,380
3,318
Ascendis
Pharma
A/S
,
ADR
(a)
.............................................
25,760
4,446
Bridgebio
Pharma,
Inc.
(a)
.................................................
78,860
3,405
Crinetics
Pharmaceuticals,
Inc.
(a)
...........................................
59,190
1,702
Disc
Medicine,
Inc.
(a)
...................................................
54,760
2,900
Glaukos
Corp.
(a)
.......................................................
27,750
2,866
Guardant
Health,
Inc.
(a)
..................................................
112,710
5,865
Halozyme
Therapeutics,
Inc.
(a)
.............................................
50,570
2,631
HealthEquity,
Inc.
(a)
....................................................
34,820
3,648
Hims
&
Hers
Health,
Inc.
(a)
(b)
.............................................
39,870
1,988
Hinge
Health,
Inc.
,
Class
A
(a)
..............................................
89,613
4,638
Inspire
Medical
Systems,
Inc.
(a)
............................................
7,010
910
iRhythm
Technologies,
Inc.
(a)
..............................................
17,500
2,694
Janux
Therapeutics,
Inc.
(a)
................................................
49,639
1,147
Krystal
Biotech,
Inc.
(a)
...................................................
14,530
1,997
Lantheus
Holdings,
Inc.
(a)
................................................
22,700
1,858
Merit
Medical
Systems,
Inc.
(a)
.............................................
17,180
1,606
Merus
NV
(a)
..........................................................
29,800
1,568
Victory
Portfolios
Victory
RS
Small
Cap
Growth
Fund
4
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
MoonLake
Immunotherapeutics
(a)
..........................................
33,530
$
1,583
Phreesia,
Inc.
(a)
........................................................
138,130
3,931
PROCEPT
BioRobotics
Corp.
(a)
............................................
44,660
2,572
RadNet,
Inc.
(a)
........................................................
80,410
4,576
Revolution
Medicines,
Inc.
(a)
..............................................
84,950
3,125
SI-BONE,
Inc.
(a)
.......................................................
134,670
2,535
Spyre
Therapeutics,
Inc.
(a)
................................................
101,098
1,513
Twist
Bioscience
Corp.
(a)
.................................................
87,340
3,213
Ultragenyx
Pharmaceutical,
Inc.
(a)
..........................................
84,560
3,075
Vaxcyte,
Inc.
(a)
........................................................
52,160
1,696
Vericel
Corp.
(a)
........................................................
89,270
3,798
Viridian
Therapeutics,
Inc.
(a)
..............................................
154,720
2,163
Waystar
Holding
Corp.
(a)
.................................................
62,421
2,551
97,152
Industrials
(19.8%):
AAON,
Inc.
...........................................................
30,030
2,215
AeroVironment,
Inc.
(a)
...................................................
10,110
2,881
Applied
Industrial
Technologies,
Inc.
.........................................
33,770
7,850
Casella
Waste
Systems,
Inc.
(a)
.............................................
29,520
3,406
Chart
Industries,
Inc.
(a)
..................................................
26,549
4,371
ESCO
Technologies,
Inc.
.................................................
28,620
5,491
FTAI
Aviation
Ltd.
......................................................
46,140
5,308
Korn
Ferry
...........................................................
36,950
2,710
Moog,
Inc.
,
Class
A
.....................................................
20,840
3,771
Mueller
Water
Products,
Inc.
,
Class
A
........................................
227,170
5,461
NEXTracker,
Inc.
,
Class
A
(a)
..............................................
95,550
5,195
Paylocity
Holding
Corp.
(a)
................................................
8,720
1,580
Powell
Industries,
Inc.
...................................................
21,920
4,613
Primoris
Services
Corp.
..................................................
87,980
6,857
SPX
Technologies,
Inc.
(a)
.................................................
42,670
6,992
Tecnoglass,
Inc.
........................................................
59,270
4,585
Watts
Water
Technologies,
Inc.
,
Class
A
.......................................
8,270
2,034
Zurn
Elkay
Water
Solutions
Corp.
...........................................
75,260
2,752
78,072
Materials
(2.3%):
Avient
Corp.
..........................................................
68,070
2,200
Balchem
Corp.
.........................................................
34,650
5,516
Titan
America
SA
(b)
....................................................
119,624
1,493
9,209
Real
Estate
(0.5%):
National
Storage
Affiliates
Trust
............................................
64,170
2,053
Semiconductors
&
Semiconductor
Equipment
(4.0%):
Credo
Technology
Group
Holding
Ltd.
(a)
.....................................
46,630
4,318
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
................................
47,903
6,864
Semtech
Corp.
(a)
.......................................................
104,340
4,710
15,892
Software
(16.3%):
ACI
Worldwide,
Inc.
(a)
..................................................
109,380
5,022
Appfolio,
Inc.
,
Class
A
(a)
.................................................
9,100
2,096
AvePoint,
Inc.
(a)
.......................................................
151,560
2,927
Bitdeer
Technologies
Group
(a)
(b)
...........................................
204,050
2,342
Box,
Inc.
,
Class
A
(a)
....................................................
137,270
4,690
Braze,
Inc.
,
Class
A
(a)
...................................................
95,810
2,692
Clearwater
Analytics
Holdings,
Inc.
,
Class
A
(a)
.................................
170,120
3,731
Commvault
Systems,
Inc.
(a)
...............................................
15,440
2,692
Confluent,
Inc.
,
Class
A
(a)
................................................
131,960
3,290
CyberArk
Software
Ltd.
(a)
................................................
3,920
1,595
Freshworks,
Inc.
,
Class
A
(a)
...............................................
315,070
4,698
Gitlab,
Inc.
,
Class
A
(a)
...................................................
63,410
2,860
Klaviyo,
Inc.
,
Class
A
(a)
..................................................
91,390
3,069
Life360,
Inc.
(a)
(b)
......................................................
54,690
3,568
Victory
Portfolios
Victory
RS
Small
Cap
Growth
Fund
5
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Q2
Holdings,
Inc.
(a)
.....................................................
72,210
$
6,758
ServiceTitan,
Inc.
(a)
.....................................................
42,720
4,579
Varonis
Systems,
Inc.
(a)
..................................................
149,940
7,609
64,218
Technology
Hardware,
Storage
&
Peripherals
(1.1%):
IonQ,
Inc.
(a)
(b)
........................................................
100,560
4,321
Total
Common
Stocks
(Cost
$328,382)
a
a
a
390,358
Collateral
for
Securities
Loaned
(3.4%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(c)
........
3,340,610
3,340
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(c)
............
3,340,610
3,340
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(c)
...............
3,340,610
3,341
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(c)
.
3,340,610
3,341
Total
Collateral
for
Securities
Loaned
(Cost
$13,362)
a
a
a
13,362
Total
Investments
(Cost
$341,744)
102.2%
403,720
Liabilities
in
excess
of
other
assets
—  (2.2)%
(8,498)
NET
ASSETS
-
100.00%
$
395,222
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
7.6%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ADR
American
Depositary
Receipt
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Select
Growth
Fund
6
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(99.2%)
Communication
Services
(0.8%):
Reddit,
Inc.
,
Class
A
(a)
...................................................
4,400
$
663
Consumer
Discretionary
(10.8%):
Champion
Homes,
Inc.
(a)
.................................................
13,100
820
Duolingo,
Inc.
(a)
.......................................................
2,480
1,017
Dutch
Bros,
Inc.
,
Class
A
(a)
...............................................
19,200
1,313
Five
Below,
Inc.
(a)
......................................................
12,580
1,650
Ollie's
Bargain
Outlet
Holdings,
Inc.
(a)
.......................................
7,620
1,004
Planet
Fitness,
Inc.
,
Class
A
(a)
.............................................
13,680
1,492
Wingstop,
Inc.
.........................................................
5,270
1,775
9,071
Consumer
Staples
(5.3%):
BJ's
Wholesale
Club
Holdings,
Inc.
(a)
........................................
17,340
1,870
Celsius
Holdings,
Inc.
(a)
..................................................
32,000
1,484
The
Vita
Coco
Co.,
Inc.
(a)
................................................
29,490
1,065
4,419
Electronic
Equipment,
Instruments
&
Components
(6.1%):
Coherent
Corp.
(a)
......................................................
13,910
1,241
Fabrinet
(a)
............................................................
7,580
2,233
Trimble,
Inc.
(a)
........................................................
21,870
1,662
5,136
Energy
(1.9%):
Matador
Resources
Co.
...................................................
33,130
1,581
Financials
(11.8%):
Euronet
Worldwide,
Inc.
(a)
................................................
15,240
1,545
FirstCash
Holdings,
Inc.
..................................................
11,320
1,530
Kinsale
Capital
Group,
Inc.
................................................
1,140
551
Payoneer
Global,
Inc.
(a)
..................................................
240,920
1,650
Shift4
Payments,
Inc.
,
Class
A
(a)
(b)
.........................................
11,600
1,150
Wintrust
Financial
Corp.
..................................................
15,460
1,917
WisdomTree,
Inc.
.......................................................
138,730
1,597
9,940
Health
Care
(20.2%):
Ascendis
Pharma
A/S
,
ADR
(a)
.............................................
3,490
602
Glaukos
Corp.
(a)
.......................................................
7,130
737
Guardant
Health,
Inc.
(a)
..................................................
16,940
882
Halozyme
Therapeutics,
Inc.
(a)
.............................................
14,410
750
HealthEquity,
Inc.
(a)
....................................................
9,500
995
Hinge
Health,
Inc.
,
Class
A
(a)
..............................................
26,414
1,367
Insmed,
Inc.
(a)
.........................................................
20,150
2,028
Krystal
Biotech,
Inc.
(a)
...................................................
5,070
697
Natera,
Inc.
(a)
.........................................................
14,940
2,524
Neurocrine
Biosciences,
Inc.
(a)
.............................................
13,990
1,758
Penumbra,
Inc.
(a)
.......................................................
2,760
708
Ultragenyx
Pharmaceutical,
Inc.
(a)
..........................................
23,370
850
Vericel
Corp.
(a)
........................................................
26,960
1,147
Waystar
Holding
Corp.
(a)
.................................................
45,591
1,863
16,908
Industrials
(19.3%):
AAON,
Inc.
...........................................................
11,190
825
Applied
Industrial
Technologies,
Inc.
.........................................
8,440
1,962
Builders
FirstSource,
Inc.
(a)
...............................................
6,480
756
BWX
Technologies,
Inc.
..................................................
6,430
926
Chart
Industries,
Inc.
(a)
..................................................
8,330
1,372
Clean
Harbors,
Inc.
(a)
...................................................
9,320
2,155
Core
&
Main,
Inc.
,
Class
A
(a)
..............................................
11,170
674
Curtiss-Wright
Corp.
....................................................
1,190
581
FTAI
Aviation
Ltd.
......................................................
13,120
1,509
NEXTracker,
Inc.
,
Class
A
(a)
..............................................
17,470
950
Victory
Portfolios
Victory
RS
Select
Growth
Fund
7
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Paylocity
Holding
Corp.
(a)
................................................
8,070
$
1,462
Primoris
Services
Corp.
..................................................
8,930
696
Tecnoglass,
Inc.
........................................................
19,135
1,480
Woodward,
Inc.
........................................................
3,380
829
16,177
Materials
(1.7%):
Avient
Corp.
..........................................................
19,340
625
Balchem
Corp.
.........................................................
5,060
805
1,430
Semiconductors
&
Semiconductor
Equipment
(4.4%):
Credo
Technology
Group
Holding
Ltd.
(a)
.....................................
14,180
1,313
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
................................
12,100
1,734
Semtech
Corp.
(a)
.......................................................
14,160
639
3,686
Software
(16.9%):
Appfolio,
Inc.
,
Class
A
(a)
.................................................
4,550
1,048
Check
Point
Software
Technologies
Ltd.
(a)
....................................
11,150
2,467
CyberArk
Software
Ltd.
(a)
................................................
7,610
3,096
Dynatrace,
Inc.
(a)
......................................................
19,950
1,102
Gitlab,
Inc.
,
Class
A
(a)
...................................................
17,890
807
Life360,
Inc.
(a)
........................................................
13,500
881
Procore
Technologies,
Inc.
(a)
..............................................
19,810
1,355
PTC,
Inc.
(a)
...........................................................
7,330
1,263
Q2
Holdings,
Inc.
(a)
.....................................................
23,090
2,161
14,180
Total
Common
Stocks
(Cost
$67,322)
a
a
a
83,191
Collateral
for
Securities
Loaned
(1.4%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(c)
........
287,818
287
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(c)
............
287,818
288
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(c)
...............
287,818
288
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(c)
.
287,818
288
Total
Collateral
for
Securities
Loaned
(Cost
$1,151)
a
a
a
1,151
Total
Investments
(Cost
$68,473)
100.6%
84,342
Liabilities
in
excess
of
other
assets
—  (0.6)%
(523)
NET
ASSETS
-
100.00%
$
83,819
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
10.0%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ADR
American
Depositary
Receipt
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Mid
Cap
Growth
Fund
8
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(98.7%)
Communication
Services
(7.1%):
Pinterest,
Inc.
,
Class
A
(a)
.................................................
37,050
$
1,329
Reddit,
Inc.
,
Class
A
(a)
...................................................
3,990
601
ROBLOX
Corp.
,
Class
A
(a)
...............................................
15,050
1,583
Take-Two
Interactive
Software,
Inc.
(a)
........................................
2,300
558
The
Trade
Desk,
Inc.
,
Class
A
(a)
............................................
14,240
1,025
5,096
Consumer
Discretionary
(15.9%):
Burlington
Stores,
Inc.
(a)
.................................................
6,830
1,589
Carvana
Co.
(a)
.........................................................
4,120
1,388
Champion
Homes,
Inc.
(a)
.................................................
4,470
280
Chipotle
Mexican
Grill,
Inc.
(a)
.............................................
6,470
363
Dutch
Bros,
Inc.
,
Class
A
(a)
...............................................
10,200
698
Five
Below,
Inc.
(a)
......................................................
7,000
918
Flutter
Entertainment
PLC
(a)
..............................................
2,580
737
Hilton
Worldwide
Holdings,
Inc.
............................................
2,710
722
Ollie's
Bargain
Outlet
Holdings,
Inc.
(a)
.......................................
3,790
500
Planet
Fitness,
Inc.
,
Class
A
(a)
.............................................
6,320
689
Royal
Caribbean
Cruises
Ltd.
..............................................
5,580
1,747
Ulta
Beauty,
Inc.
(a)
.....................................................
1,760
823
Wingstop,
Inc.
.........................................................
2,790
940
11,394
Consumer
Staples
(3.8%):
BJ's
Wholesale
Club
Holdings,
Inc.
(a)
........................................
7,540
813
Celsius
Holdings,
Inc.
(a)
..................................................
18,230
846
Maplebear,
Inc.
(a)
......................................................
15,220
688
The
Simply
Good
Foods
Co.
(a)
.............................................
11,300
357
2,704
Energy
(2.6%):
Cheniere
Energy,
Inc.
....................................................
4,410
1,074
Diamondback
Energy,
Inc.
................................................
2,100
289
Permian
Resources
Corp.
.................................................
35,570
484
1,847
Financials
(14.2%):
Ameriprise
Financial,
Inc.
.................................................
2,690
1,436
Coinbase
Global,
Inc.
,
Class
A
(a)
...........................................
2,020
708
Euronet
Worldwide,
Inc.
(a)
................................................
7,110
721
FirstCash
Holdings,
Inc.
..................................................
5,910
799
Kinsale
Capital
Group,
Inc.
................................................
960
464
LPL
Financial
Holdings,
Inc.
...............................................
3,030
1,136
MSCI,
Inc.
...........................................................
1,560
900
Ryan
Specialty
Holdings,
Inc.
..............................................
9,090
618
Shift4
Payments,
Inc.
,
Class
A
(a)
(b)
.........................................
7,550
748
Toast,
Inc.
,
Class
A
(a)
....................................................
10,840
480
Tradeweb
Markets,
Inc.
,
Class
A
............................................
4,950
725
Wintrust
Financial
Corp.
..................................................
6,100
756
WisdomTree,
Inc.
.......................................................
62,820
723
10,214
Health
Care
(14.0%):
Alnylam
Pharmaceuticals,
Inc.
(a)
...........................................
2,790
910
Argenx
SE
,
ADR
(a)
.....................................................
610
336
Ascendis
Pharma
A/S
,
ADR
(a)
.............................................
1,940
335
Cencora,
Inc.
..........................................................
4,490
1,346
Dexcom,
Inc.
(a)
........................................................
7,970
696
HealthEquity,
Inc.
(a)
....................................................
6,410
671
IDEXX
Laboratories,
Inc.
(a)
...............................................
1,000
536
Inspire
Medical
Systems,
Inc.
(a)
............................................
1,570
204
Insulet
Corp.
(a)
........................................................
1,530
481
Masimo
Corp.
(a)
.......................................................
4,500
757
Natera,
Inc.
(a)
.........................................................
11,310
1,911
Victory
Portfolios
Victory
RS
Mid
Cap
Growth
Fund
9
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Penumbra,
Inc.
(a)
.......................................................
820
$
210
Veeva
Systems,
Inc.
,
Class
A
(a)
.............................................
3,310
953
Waystar
Holding
Corp.
(a)
.................................................
17,952
734
10,080
Industrials
(17.8%):
AAON,
Inc.
...........................................................
4,740
350
Axon
Enterprise,
Inc.
(a)
..................................................
1,910
1,581
Builders
FirstSource,
Inc.
(a)
...............................................
3,170
370
BWX
Technologies,
Inc.
..................................................
3,200
461
Chart
Industries,
Inc.
(a)
..................................................
2,380
392
Clean
Harbors,
Inc.
(a)
...................................................
4,210
973
Comfort
Systems
USA,
Inc.
...............................................
1,040
558
Core
&
Main,
Inc.
,
Class
A
(a)
..............................................
9,540
576
Curtiss-Wright
Corp.
....................................................
830
406
Flowserve
Corp.
........................................................
11,160
584
FTAI
Aviation
Ltd.
......................................................
8,380
964
HEICO
Corp.
,
Class
A
...................................................
3,240
838
Howmet
Aerospace,
Inc.
..................................................
7,770
1,446
Quanta
Services,
Inc.
....................................................
1,020
386
Verisk
Analytics,
Inc.
....................................................
2,940
916
Vertiv
Holdings
Co.
,
Class
A
...............................................
10,270
1,319
Woodward,
Inc.
........................................................
2,870
703
12,823
Information
Technology
(20.1%):
AppLovin
Corp.
,
Class
A
(a)
...............................................
2,050
718
Cloudflare,
Inc.
,
Class
A
(a)
................................................
7,990
1,565
Coherent
Corp.
(a)
......................................................
7,410
661
CyberArk
Software
Ltd.
(a)
................................................
2,390
972
Datadog,
Inc.
,
Class
A
(a)
.................................................
7,220
970
Dynatrace,
Inc.
(a)
......................................................
13,020
719
Fair
Isaac
Corp.
(a)
......................................................
470
859
HubSpot,
Inc.
(a)
.......................................................
1,450
807
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
................................
5,540
794
MicroStrategy,
Inc.
(a)
....................................................
1,180
477
Monolithic
Power
Systems,
Inc.
............................................
1,850
1,353
PTC,
Inc.
(a)
...........................................................
5,960
1,027
Samsara,
Inc.
,
Class
A
(a)
.................................................
14,490
576
Synopsys,
Inc.
(a)
.......................................................
1,800
923
Trimble,
Inc.
(a)
........................................................
16,800
1,276
Zscaler,
Inc.
(a)
.........................................................
2,490
782
14,479
Utilities
(3.2%):
Constellation
Energy
Corp.
................................................
2,210
713
Vistra
Corp.
...........................................................
8,130
1,576
2,289
Total
Common
Stocks
(Cost
$53,472)
a
a
a
70,926
Collateral
for
Securities
Loaned
(1.1%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(c)
........
188,719
188
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(c)
............
188,719
189
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(c)
...............
188,719
189
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(c)
.
188,719
189
Total
Collateral
for
Securities
Loaned
(Cost
$755)
a
a
a
755
Total
Investments
(Cost
$54,227)
99.8%
71,681
Other
assets
in
excess
of
liabilities
—  0.2%
128
NET
ASSETS
-
100.00%
$
71,809
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
Victory
Portfolios
Victory
RS
Mid
Cap
Growth
Fund
10
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
(c)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Growth
Fund
11
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(99.7%)
Communication
Services
(15.0%):
Alphabet,
Inc.
,
Class
C
...................................................
80,050
$
14,200
Meta
Platforms,
Inc.
,
Class
A
..............................................
31,050
22,918
Netflix,
Inc.
(a)
.........................................................
9,800
13,124
The
Trade
Desk,
Inc.
,
Class
A
(a)
............................................
35,800
2,577
52,819
Communications
Equipment
(1.1%):
Arista
Networks,
Inc.
(a)
..................................................
37,290
3,815
Consumer
Discretionary
(11.6%):
Amazon.com,
Inc.
(a)
....................................................
83,460
18,310
Burlington
Stores,
Inc.
(a)
.................................................
29,040
6,756
Chipotle
Mexican
Grill,
Inc.
(a)
.............................................
31,190
1,751
Tesla,
Inc.
(a)
..........................................................
30,370
9,648
Ulta
Beauty,
Inc.
(a)
.....................................................
9,220
4,313
40,778
Consumer
Staples
(2.2%):
BJ's
Wholesale
Club
Holdings,
Inc.
(a)
........................................
38,610
4,163
Keurig
Dr.
Pepper,
Inc.
...................................................
111,250
3,678
7,841
Energy
(0.3%):
Diamondback
Energy,
Inc.
................................................
8,940
1,228
Financials
(6.3%):
Fiserv,
Inc.
(a)
..........................................................
16,200
2,793
The
Progressive
Corp.
...................................................
11,970
3,194
Tradeweb
Markets,
Inc.
,
Class
A
............................................
26,430
3,869
Visa,
Inc.
,
Class
A
......................................................
34,757
12,341
22,197
Health
Care
(7.0%):
Dexcom,
Inc.
(a)
........................................................
21,420
1,870
Eli
Lilly
&
Co.
.........................................................
14,470
11,280
Intuitive
Surgical,
Inc.
(a)
.................................................
6,960
3,782
Natera,
Inc.
(a)
.........................................................
30,090
5,083
Vertex
Pharmaceuticals,
Inc.
(a)
.............................................
5,790
2,578
24,593
Industrials
(5.0%):
Builders
FirstSource,
Inc.
(a)
...............................................
12,420
1,449
BWX
Technologies,
Inc.
..................................................
18,350
2,644
Clean
Harbors,
Inc.
(a)
...................................................
19,000
4,392
HEICO
Corp.
,
Class
A
...................................................
14,800
3,830
Quanta
Services,
Inc.
....................................................
7,120
2,692
Uber
Technologies,
Inc.
(a)
................................................
27,990
2,611
17,618
IT
Services
(1.7%):
Snowflake,
Inc.
,
Class
A
(a)
................................................
26,620
5,957
Semiconductors
&
Semiconductor
Equipment
(19.2%):
Broadcom,
Inc.
........................................................
40,490
11,161
Lam
Research
Corp.
.....................................................
39,810
3,875
Monolithic
Power
Systems,
Inc.
............................................
5,770
4,220
NVIDIA
Corp.
.........................................................
290,960
45,969
Taiwan
Semiconductor
Manufacturing
Co.
Ltd.
,
ADR
.............................
11,150
2,526
67,751
Software
(21.7%):
AppLovin
Corp.
,
Class
A
(a)
...............................................
9,180
3,214
Autodesk,
Inc.
(a)
.......................................................
11,580
3,585
Crowdstrike
Holdings,
Inc.
,
Class
A
(a)
.......................................
1,410
718
Fair
Isaac
Corp.
(a)
......................................................
1,210
2,212
Intuit,
Inc.
............................................................
5,850
4,608
Victory
Portfolios
Victory
RS
Growth
Fund
12
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Microsoft
Corp.
........................................................
86,340
$
42,946
Oracle
Corp.
..........................................................
33,570
7,339
Palo
Alto
Networks,
Inc.
(a)
................................................
18,150
3,714
ServiceNow,
Inc.
(a)
.....................................................
4,760
4,894
Synopsys,
Inc.
(a)
.......................................................
7,000
3,589
76,819
Technology
Hardware,
Storage
&
Peripherals
(8.6%):
Apple,
Inc.
...........................................................
147,758
30,315
Total
Common
Stocks
(Cost
$131,035)
a
a
a
351,731
Total
Investments
(Cost
$131,035)
99.7%
351,731
Other
assets
in
excess
of
liabilities
—  0.3%
937
NET
ASSETS
-
100.00%
$
352,668
(a)
Non-income
producing
security.
ADR
American
Depositary
Receipt
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Science
and
Technology
Fund
13
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Common
Stocks
(99.9%)
Communication
Services
(16.7%):
Meta
Platforms,
Inc.
,
Class
A
..............................................
24,100
$
17,788
Netflix,
Inc.
(a)
.........................................................
6,510
8,718
Reddit,
Inc.
,
Class
A
(a)
...................................................
13,810
2,080
Take-Two
Interactive
Software,
Inc.
(a)
........................................
12,750
3,096
The
Trade
Desk,
Inc.
,
Class
A
(a)
............................................
29,980
2,158
33,840
Communications
Equipment
(1.0%):
Arista
Networks,
Inc.
(a)
..................................................
19,840
2,030
Consumer
Discretionary
(3.8%):
Amazon.com,
Inc.
(a)
....................................................
35,420
7,771
Electronic
Equipment,
Instruments
&
Components
(4.4%):
Coherent
Corp.
(a)
......................................................
29,800
2,658
Fabrinet
(a)
............................................................
6,070
1,789
Novanta,
Inc.
(a)
........................................................
9,760
1,258
Trimble,
Inc.
(a)
........................................................
42,890
3,259
8,964
Financials
(3.1%):
Shift4
Payments,
Inc.
,
Class
A
(a)
(b)
.........................................
20,260
2,008
Visa,
Inc.
,
Class
A
......................................................
12,050
4,278
6,286
Health
Care
(18.3%):
Absci
Corp.
(a)
(b)
.......................................................
94,970
244
AnaptysBio,
Inc.
(a)
(b)
...................................................
58,110
1,290
Apogee
Therapeutics,
Inc.
(a)
...............................................
25,280
1,098
Arcellx,
Inc.
(a)
........................................................
16,370
1,078
Avidity
Biosciences,
Inc.
(a)
...............................................
9,960
283
Biohaven
Ltd.
(a)
.......................................................
25,940
366
Bridgebio
Pharma,
Inc.
(a)
.................................................
25,020
1,080
CAMP4
Therapeutics
Corp.
(a)
(b)
...........................................
59,540
86
Crinetics
Pharmaceuticals,
Inc.
(a)
...........................................
37,290
1,072
Disc
Medicine,
Inc.
(a)
...................................................
23,950
1,268
Dyne
Therapeutics,
Inc.
(a)
................................................
26,970
257
Eli
Lilly
&
Co.
.........................................................
4,630
3,609
Guardant
Health,
Inc.
(a)
..................................................
58,030
3,020
Ideaya
Biosciences,
Inc.
(a)
................................................
30,480
641
Insmed,
Inc.
(a)
.........................................................
27,260
2,743
Janux
Therapeutics,
Inc.
(a)
................................................
15,657
362
Krystal
Biotech,
Inc.
(a)
...................................................
5,460
750
Kymera
Therapeutics,
Inc.
(a)
..............................................
6,920
302
Madrigal
Pharmaceuticals,
Inc.
(a)
...........................................
2,720
823
Merus
NV
(a)
..........................................................
10,300
542
MoonLake
Immunotherapeutics
(a)
..........................................
18,880
891
Natera,
Inc.
(a)
.........................................................
13,840
2,338
Nurix
Therapeutics,
Inc.
(a)
................................................
21,140
241
Nuvalent,
Inc.
,
Class
A
(a)
.................................................
15,430
1,177
Olema
Pharmaceuticals,
Inc.
(a)
.............................................
66,530
283
ORIC
Pharmaceuticals,
Inc.
(a)
.............................................
93,500
949
Protagonist
Therapeutics,
Inc.
(a)
............................................
20,230
1,118
Replimune
Group,
Inc.
(a)
.................................................
54,740
509
Revolution
Medicines,
Inc.
(a)
..............................................
39,680
1,460
Spyre
Therapeutics,
Inc.
(a)
................................................
20,018
300
Twist
Bioscience
Corp.
(a)
.................................................
21,820
803
Tyra
Biosciences,
Inc.
(a)
(b)
...............................................
27,770
266
Ultragenyx
Pharmaceutical,
Inc.
(a)
..........................................
27,020
982
Vaxcyte,
Inc.
(a)
........................................................
19,890
647
Veeva
Systems,
Inc.
,
Class
A
(a)
.............................................
4,250
1,224
Vertex
Pharmaceuticals,
Inc.
(a)
.............................................
4,270
1,901
Viridian
Therapeutics,
Inc.
(a)
..............................................
64,850
907
Victory
Portfolios
Victory
RS
Science
and
Technology
Fund
14
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
a
Value
(000)
Zymeworks,
Inc.
(a)
.....................................................
21,670
$
272
37,182
IT
Services
(2.9%):
Snowflake,
Inc.
,
Class
A
(a)
................................................
19,430
4,348
Wix.com
Ltd.
(a)
........................................................
9,760
1,546
5,894
Semiconductors
&
Semiconductor
Equipment
(21.7%):
Credo
Technology
Group
Holding
Ltd.
(a)
.....................................
42,370
3,923
Impinj,
Inc.
(a)
.........................................................
7,730
859
Lam
Research
Corp.
.....................................................
17,090
1,664
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
................................
36,890
5,286
Marvell
Technology,
Inc.
.................................................
42,530
3,292
MaxLinear,
Inc.
(a)
......................................................
138,720
1,971
Monolithic
Power
Systems,
Inc.
............................................
5,930
4,337
Navitas
Semiconductor
Corp.
(a)
(b)
..........................................
202,150
1,324
NVIDIA
Corp.
.........................................................
118,950
18,793
Semtech
Corp.
(a)
.......................................................
58,870
2,657
44,106
Software
(28.0%):
AppLovin
Corp.
,
Class
A
(a)
...............................................
26,390
9,239
Confluent,
Inc.
,
Class
A
(a)
................................................
82,700
2,062
CyberArk
Software
Ltd.
(a)
................................................
6,270
2,551
Dynatrace,
Inc.
(a)
......................................................
26,070
1,439
Fair
Isaac
Corp.
(a)
......................................................
2,780
5,082
Gitlab,
Inc.
,
Class
A
(a)
...................................................
18,990
857
Klaviyo,
Inc.
,
Class
A
(a)
..................................................
68,110
2,287
Microsoft
Corp.
........................................................
34,600
17,210
MicroStrategy,
Inc.
(a)
....................................................
3,500
1,415
Monday.com
Ltd.
(a)
.....................................................
4,190
1,318
Salesforce,
Inc.
........................................................
6,290
1,715
Samsara,
Inc.
,
Class
A
(a)
.................................................
7,990
318
ServiceNow,
Inc.
(a)
.....................................................
5,460
5,613
Varonis
Systems,
Inc.
(a)
..................................................
110,780
5,622
56,728
Total
Common
Stocks
(Cost
$87,720)
a
a
a
202,801
Warrants
(0.0%)(c)
Health
Care
(0.0%):(c)
Athenex,
Inc.
,
expiring
8/15/27
(a)
(d)
.........................................
1,346,518
(e)
Total
Warrants
(Cost
$14)
a
a
a
(e)
Collateral
for
Securities
Loaned
(1.8%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(f)
........
910,749
910
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(f)
............
910,749
911
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(f)
................
910,749
911
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(f)
.
910,749
911
Total
Collateral
for
Securities
Loaned
(Cost
$3,643)
a
a
a
3,643
Total
Investments
(Cost
$91,377)
101.7%
206,444
Liabilities
in
excess
of
other
assets
—  (1.7)%
(3,414)
NET
ASSETS
-
100.00%
$
203,030
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Amount
represents
less
than
0.05%
of
net
assets.
(d)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
less
than
0.05%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(e)
Rounds
to
less
than
$1
thousand.
Victory
Portfolios
Victory
RS
Science
and
Technology
Fund
15
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
(f)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
Statements
of
Assets
and
Liabilities
June
30,
2025
16
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
RS
Small
Cap
Growth
Fund
Victory
RS
Select
Growth
Fund
Victory
RS
Mid
Cap
Growth
Fund
Assets:
Investments,
at
value
(Cost
$341,744,
$68,473
and
$54,227)
$
403,720‌
(a)
$
84,342‌
(b)
$
71,681‌
(c)
Cash
6,706‌
702‌
479‌
Receivables:
Dividends,
interest,
and
securities
lending
income
57‌
17‌
9‌
Capital
shares
issued
101‌
1‌
3‌
Investments
sold
2,782‌
131‌
1,069‌
From
Adviser
24‌
26‌
36‌
Reclaims
1‌
—‌
—‌
Prepaid
expenses
39‌
31‌
38‌
Total
Assets
413,430‌
85,250‌
73,315‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
13,362‌
1,151‌
755‌
Investments
purchased
4,095‌
157‌
614‌
Capital
shares
redeemed
289‌
13‌
51‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
304‌
68‌
49‌
Administration
fees
17‌
4‌
3‌
Custodian
fees
5‌
1‌
1‌
Transfer
agent
fees
10‌
2‌
2‌
Sub-Transfer
agent
fees
69‌
13‌
11‌
Compliance
fees
—‌
(d)
—‌
(d)
—‌
(d)
12b-1
fees
24‌
6‌
5‌
Other
accrued
expenses
33‌
16‌
15‌
Total
Liabilities
18,208‌
1,431‌
1,506‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
564,252‌
62,708‌
59,311‌
Total
accumulated
earnings
(loss)
(
169,030‌
)
21,111‌
12,498‌
Net
Assets
$
395,222‌
$
83,819‌
$
71,809‌
Net
Assets:
Class
A
$
225,792‌
$
61,361‌
$
51,387‌
Class
C
2,695‌
705‌
244‌
Class
R6
43,001‌
512‌
2,587‌
Class
Y
123,734‌
21,241‌
16,177‌
Member
Class
—‌
—‌
1,414‌
Total
$
395,222‌
$
83,819‌
$
71,809‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
4,213‌
2,806‌
2,154‌
Class
C
68‌
62‌
14‌
Class
R6
733‌
20‌
100‌
Class
Y
2,126‌
846‌
628‌
Member
Class
—‌
—‌
59‌
Total
7,140‌
3,734‌
2,955‌
Net
asset
value,
offering
and
redemption
price
per
share:
(e)
Class
A
$
53
.59‌
$
21
.87‌
$
23
.86‌
Class
C(f)
39
.51‌
11
.43‌
17
.82‌
Class
R6
58
.65‌
25
.45‌
25
.81‌
Class
Y
58
.21‌
25
.10‌
25
.75‌
Member
Class
—‌
—‌
24
.06‌
Maximum
Sales
Charge
Class
A
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
$
56
.86‌
$
23
.20‌
$
25
.32‌
(a)
Includes
$13,454
thousand
of
securities
on
loan.
(b)
Includes
$1,138
thousand
of
securities
on
loan.
(c)
Includes
$741
thousand
of
securities
on
loan.
(d)
Rounds
to
less
than
$1
thousand.
(e)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(f)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Assets
and
Liabilities
June
30,
2025
17
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
RS
Growth
Fund
Victory
RS
Science
and
Technology
Fund
Assets:
Investments,
at
value
(Cost
$131,035
and
$91,377)
$
351,731‌
$
206,444‌
(a)
Cash
2,350‌
881‌
Receivables:
Dividends,
interest,
and
securities
lending
income
58‌
21‌
Capital
shares
issued
1‌
26‌
Investments
sold
529‌
—‌
From
Adviser
41‌
5‌
Prepaid
expenses
27‌
20‌
Total
Assets
354,737‌
207,397‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
—‌
3,643‌
Investments
purchased
1,754‌
479‌
Capital
shares
redeemed
6‌
13‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
210‌
161‌
Administration
fees
15‌
9‌
Custodian
fees
4‌
3‌
Transfer
agent
fees
6‌
3‌
Sub-Transfer
agent
fees
22‌
21‌
Compliance
fees
—‌
(b)
—‌
(b)
12b-1
fees
32‌
19‌
Other
accrued
expenses
20‌
16‌
Total
Liabilities
2,069‌
4,367‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
122,400‌
102,759‌
Total
accumulated
earnings
(loss)
230,268‌
100,271‌
Net
Assets
$
352,668‌
$
203,030‌
Net
Assets:
Class
A
$
322,533‌
$
175,449‌
Class
C
765‌
3,830‌
Class
Y
29,370‌
23,751‌
Total
$
352,668‌
$
203,030‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
9,798‌
6,207‌
Class
C
32‌
207‌
Class
Y
829‌
746‌
Total
10,659‌
7,160‌
Net
asset
value,
offering
and
redemption
price
per
share:
(c)
Class
A
$
32
.92‌
$
28
.27‌
Class
C(d)
23
.58‌
18
.46‌
Class
Y
35
.42‌
31
.83‌
Maximum
Sales
Charge
Class
A
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
$
34
.93‌
$
29
.99‌
(a)
Includes
$3,533
thousand
of
securities
on
loan.
(b)
Rounds
to
less
than
$1
thousand.
(c)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(d)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
18
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
RS
Small
Cap
Growth
Fund
Victory
RS
Select
Growth
Fund
Victory
RS
Mid
Cap
Growth
Fund
Investment
Income:
Dividends
$
855
$
139
$
114
Interest
148
30
7
Securities
lending
(net
of
fees)
46
4
(a)
Total
Income
1,049
173
121
Expenses:
Investment
advisory
fees
1,945
427
298
Administration
fees
110
23
19
Sub-Administration
fees
8
8
8
12b-1
fees
Class
A
289
78
62
12b-1
fees
Class
C
14
4
2
Custodian
fees
10
2
2
Transfer
agent
fees
Class
A
25
6
5
Transfer
agent
fees
Class
C
(a)
(a)
(a)
Transfer
agent
fees
Class
R6
5
(a)
(a)
Transfer
agent
fees
Class
Y
1
(a)
(a)
Transfer
agent
fees
Member
Class
1
Sub-Transfer
agent
fees
Class
A
120
32
36
Sub-Transfer
agent
fees
Class
C
2
1
(a)
Sub-Transfer
agent
fees
Class
Y
77
12
11
Trustees'
fees
12
3
3
Compliance
fees
2
(a)
(a)
Legal
and
audit
fees
21
8
8
State
registration
and
filing
fees
21
21
26
Interfund
lending
fees
(a)
Other
expenses
38
21
22
Total
Expenses
2,700
646
503
Expenses
waived/reimbursed
by
Adviser
(
78
)
(
75
)
(
105
)
Net
Expenses
2,622
571
398
Net
Investment
Income
(Loss)
(
1,573
)
(
398
)
(
277
)
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
(
17,713
)
(
1,534
)
5,377
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
(
20,477
)
(
1,952
)
(
2,185
)
Net
realized/unrealized
gains
(losses)
on
investments
(
38,190
)
(
3,486
)
3,192
Change
in
net
assets
resulting
from
operations
$
(
39,763
)
$
(
3,884
)
$
2,915
(a)
Rounds
to
less
than
$1
thousand.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
19
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
RS
Growth
Fund
Victory
RS
Science
and
Technology
Fund
Investment
Income:
Dividends
$
703
$
156
Interest
36
28
Securities
lending
(net
of
fees)
(a)
12
Total
Income
739
196
Expenses:
Investment
advisory
fees
1,224
942
Administration
fees
88
51
Sub-Administration
fees
7
8
12b-1
fees
Class
A
374
203
12b-1
fees
Class
C
4
18
Custodian
fees
7
5
Transfer
agent
fees
Class
A
18
10
Transfer
agent
fees
Class
C
(a)
(a)
Transfer
agent
fees
Class
Y
(a)
(a)
Sub-Transfer
agent
fees
Class
A
86
76
Sub-Transfer
agent
fees
Class
C
(a)
2
Sub-Transfer
agent
fees
Class
Y
11
13
Trustees'
fees
9
6
Compliance
fees
1
1
Legal
and
audit
fees
16
11
State
registration
and
filing
fees
17
18
Line
of
credit
fees
(a)
Interfund
lending
fees
(a)
1
Other
expenses
22
24
Recoupment
of
prior
expenses
waived/reimbursed
by
Adviser
Total
Expenses
1,884
1,389
Expenses
waived/reimbursed
by
Adviser
(
122
)
(
11
)
Net
Expenses
1,762
1,378
Net
Investment
Income
(Loss)
(
1,023
)
(
1,182
)
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
11,082
6,513
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
10,947
3,972
Net
realized/unrealized
gains
(losses)
on
investments
22,029
10,485
Change
in
net
assets
resulting
from
operations
$
21,006
$
9,303
(a)
Rounds
to
less
than
$1
thousand.
20
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Victory
RS
Select
Growth
Fund
Victory
RS
Mid
Cap
Growth
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
(1,573
)
$
(4,818
)
$
(398
)
$
(944
)
$
(277
)
$
(544
)
Net
realized
gains
(losses)
(17,713
)
85,648
(1,534
)
20,441
5,377
14,099
Net
change
in
unrealized
appreciation/depreciation
(20,477
)
(24,801
)
(1,952
)
562
(2,185
)
2,684
Change
in
net
assets
resulting
from
operations
(39,763
)
56,029
(3,884
)
20,059
2,915
16,239
Change
in
net
assets
resulting
from
capital
transactions
(51,040
)
(120,487
)
(8,293
)
(20,038
)
(7,619
)
(15,831
)
Change
in
net
assets
(90,803
)
(64,458
)
(12,177
)
21
(4,704
)
408
Net
Assets:
Beginning
of
period
486,025
550,483
95,996
95,975
76,513
76,105
End
of
period
$
395,222
$
486,025
$
83,819
$
95,996
$
71,809
$
76,513
21
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Victory
RS
Select
Growth
Fund
Victory
RS
Mid
Cap
Growth
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
3,718
$
8,877
$
761
$
1,314
$
737
$
1,491
Cost
of
shares
redeemed
(
25,716
)
(
57,029
)
(
6,282
)
(
11,443
)
(
5,529
)
(
10,074
)
Converted
from
Class
R
2,606
291
427
Total
Class
A
$
(
21,998
)
$
(
45,546
)
$
(
5,521
)
$
(
9,838
)
$
(
4,792
)
$
(
8,156
)
Class
C
Proceeds
from
shares
issued
$
210
$
243
$
21
$
72
$
1
$
22
Cost
of
shares
redeemed
(
542
)
(
1,850
)
(
239
)
(
757
)
(
246
)
(
819
)
Total
Class
C
$
(
332
)
$
(
1,607
)
$
(
218
)
$
(
685
)
$
(
245
)
$
(
797
)
Class
R
Proceeds
from
shares
issued
$
$
131
(a)
$
$
4
(a)
$
$
10
(a)
Cost
of
shares
redeemed
(
176
)
(a)
(
12
)
(a)
(
6
)
(a)
Converted
into
Class
A
(
2,606
)
(
291
)
(
427
)
Total
Class
R
$
$
(
2,651
)
$
$
(
299
)
$
$
(
423
)
Class
R6
Proceeds
from
shares
issued
$
5,835
$
11,513
$
380
$
10
$
931
$
65
Cost
of
shares
redeemed
(
8,378
)
(
21,052
)
(
217
)
(
83
)
(
71
)
(
176
)
Total
Class
R6
$
(
2,543
)
$
(
9,539
)
$
163
$
(
73
)
$
860
$
(
111
)
Class
Y
Proceeds
from
shares
issued
$
7,590
$
16,084
$
870
$
1,503
$
728
$
1,242
Cost
of
shares
redeemed
(
33,757
)
(
77,228
)
(
3,587
)
(
10,646
)
(
3,907
)
(
7,876
)
Total
Class
Y
$
(
26,167
)
$
(
61,144
)
$
(
2,717
)
$
(
9,143
)
$
(
3,179
)
$
(
6,634
)
Member
Class
Proceeds
from
shares
issued
$
$
$
$
$
103
$
613
Cost
of
shares
redeemed
(
366
)
(
323
)
Total
Member
Class
$
$
$
$
$
(
263
)
$
290
Change
in
net
assets
resulting
from
capital
transactions
$
(
51,040
)
$
(
120,487
)
$
(
8,293
)
$
(
20,038
)
$
(
7,619
)
$
(
15,831
)
Share
Transactions:
Class
A
Issued
73
159
36
65
35
73
Redeemed
(
494
)
(
1,027
)
(
303
)
(
563
)
(
270
)
(
500
)
Converted
from
Class
R
45
14
21
Total
Class
A
(
421
)
(
823
)
(
267
)
(
484
)
(
235
)
(
406
)
Class
C
Issued
6
6
2
7
(b)
1
Redeemed
(
14
)
(
44
)
(
21
)
(
75
)
(
15
)
(
53
)
Total
Class
C
(
8
)
(
38
)
(
19
)
(
68
)
(
15
)
(
52
)
Class
R
Issued
3
(a)
(a)
(b)
1
(a)
Redeemed
(
4
)
(a)
(
1
)
(a)
(a)
(b)
Converted
into
Class
A
(
53
)
(
24
)
(
26
)
Total
Class
R
(
54
)
(
25
)
(
25
)
Class
R6
Issued
98
186
15
(b)
38
3
Redeemed
(
146
)
(
345
)
(
9
)
(
3
)
(
3
)
(
9
)
Total
Class
R6
(
48
)
(
159
)
6
(
3
)
35
(
6
)
Class
Y
Issued
136
269
35
64
30
58
Redeemed
(
591
)
(
1,279
)
(
144
)
(
461
)
(
162
)
(
363
)
Total
Class
Y
(
455
)
(
1,010
)
(
109
)
(
397
)
(
132
)
(
305
)
Member
Class
Issued
5
29
Redeemed
(
17
)
(
17
)
Total
Member
Class
(
12
)
12
Change
in
Shares
(
932
)
(
2,084
)
(
389
)
(
977
)
(
359
)
(
782
)
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
(b)
Rounds
to
less
than
1
thousand
shares.
22
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
Growth
Fund
Victory
RS
Science
and
Technology
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
(
1,023
)
$
(
1,972
)
$
(
1,182
)
$
(
2,345
)
Net
realized
gains
(losses)
11,082
26,481
6,513
20,736
Net
change
in
unrealized
appreciation/depreciation
10,947
68,456
3,972
35,048
Change
in
net
assets
resulting
from
operations
21,006
92,965
9,303
53,439
Distributions
to
Shareholders:
Class
A
(
22,566
)
Class
C
(
88
)
Class
Y
(
1,816
)
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
24,470
)
Change
in
net
assets
resulting
from
capital
transactions
(
16,067
)
2,271
(
10,807
)
(
24,529
)
Change
in
net
assets
4,939
70,766
(
1,504
)
28,910
Net
Assets:
Beginning
of
period
347,729
276,963
204,534
175,624
End
of
period
$
352,668
$
347,729
$
203,030
$
204,534
23
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
Growth
Fund
Victory
RS
Science
and
Technology
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
3,715
$
7,249
$
5,212
$
7,532
Distributions
reinvested
21,863
Cost
of
shares
redeemed
(
19,679
)
(
26,131
)
(
13,128
)
(
24,012
)
Converted
from
Class
R
598
736
Total
Class
A
$
(
15,964
)
$
3,579
$
(
7,916
)
$
(
15,744
)
Class
C
Proceeds
from
shares
issued
$
26
$
198
$
98
$
202
Distributions
reinvested
88
Cost
of
shares
redeemed
(
165
)
(
641
)
(
543
)
(
2,180
)
Total
Class
C
$
(
139
)
$
(
355
)
$
(
445
)
$
(
1,978
)
Class
R
Proceeds
from
shares
issued
$
$
19
(a)
$
$
137
(a)
Cost
of
shares
redeemed
(
12
)
(a)
(
51
)
(a)
Converted
into
Class
A
(
598
)
(
736
)
Total
Class
R
$
$
(
591
)
$
$
(
650
)
Class
Y
Proceeds
from
shares
issued
$
1,270
$
3,404
$
1,188
$
2,090
Distributions
reinvested
1,726
Cost
of
shares
redeemed
(
1,234
)
(
5,492
)
(
3,634
)
(
8,247
)
Total
Class
Y
$
36
$
(
362
)
$
(
2,446
)
$
(
6,157
)
Change
in
net
assets
resulting
from
capital
transactions
$
(
16,067
)
$
2,271
$
(
10,807
)
$
(
24,529
)
Share
Transactions:
Class
A
Issued
123
249
200
315
Reinvested
686
Redeemed
(
673
)
(
888
)
(
511
)
(
1,043
)
Converted
from
Class
R
21
32
Total
Class
A
(
550
)
68
(
311
)
(
696
)
Class
C
Issued
1
9
5
12
Reinvested
4
Redeemed
(
8
)
(
30
)
(
33
)
(
137
)
Total
Class
C
(
7
)
(
17
)
(
28
)
(
125
)
Class
R
Issued
1
(a)
8
(a)
Redeemed
(
1
)
(a)
(
3
)
(a)
Converted
into
Class
A
(
25
)
(
42
)
Total
Class
R
(
25
)
(
37
)
Class
Y
Issued
40
112
39
80
Reinvested
50
Redeemed
(
41
)
(
173
)
(
125
)
(
318
)
Total
Class
Y
(
1
)
(
11
)
(
86
)
(
238
)
Change
in
Shares
(
558
)
15
(
425
)
(
1,096
)
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
Victory
Portfolios
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
24
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$58.26
$52.45
$43.77
$73.73
$97.45
$77.19
Investment
Activities:
Net
investment
income
(loss)(a)
(0.23)
(0.58)
(0.51)
(0.57)
(1.20)
(0.97)
Net
realized
and
unrealized
gains
(losses)
(4.44)
6.39
9.19
(26.65)
(10.15)
30.04
Total
from
Investment
Activities
(4.67)
5.81
8.68
(27.22)
(11.35)
29.07
Distributions
to
Shareholders
from:
Net
realized
gains
(2.74)
(12.37)
(8.81)
Return
of
capital
—(b)
Total
Distributions
(2.74)
(12.37)
(8.81)
Net
Asset
Value,
End
of
Period
$53.59
$58.26
$52.45
$43.77
$73.73
$97.45
Total
Return(c)(d)
(8.00)%
11.08%
19.80%
(37.07)%
(11.06)%
37.84%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.40%
1.40%
1.40%
1.40%
1.40%
1.40%
Net
Investment
Income
(Loss)(e)
(0.89)%
(1.04)%
(1.09)%
(1.08)%
(1.27)%
(1.20)%
Gross
Expenses(e)(f)
1.43%
1.41%
1.44%
1.44%
1.42%
1.43%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$225,792
$269,943
$286,188
$303,669
$634,204
$820,006
Portfolio
Turnover(c)(g)
54%
120%
129%
105%
92%
72%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
25
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$43.11
$39.11
$32.89
$56.86
$79.07
$64.34
Investment
Activities:
Net
investment
income
(loss)(a)
(0.32)
(0.75)
(0.65)
(0.75)
(1.55)
(1.30)
Net
realized
and
unrealized
gains
(losses)
(3.28)
4.75
6.87
(20.48)
(8.29)
24.84
Total
from
Investment
Activities
(3.60)
4.00
6.22
(21.23)
(9.84)
23.54
Distributions
to
Shareholders
from:
Net
realized
gains
(2.74)
(12.37)
(8.81)
Return
of
capital
—(b)
Total
Distributions
(2.74)
(12.37)
(8.81)
Net
Asset
Value,
End
of
Period
$39.51
$43.11
$39.11
$32.89
$56.86
$79.07
Total
Return(c)(d)
(8.35)%
10.23%
18.91%
(37.55)%
(11.73)%
36.78%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
2.16%
2.16%
2.16%
2.16%
2.16%
2.16%
Net
Investment
Income
(Loss)(e)
(1.65)%
(1.81)%
(1.85)%
(1.84)%
(2.03)%
(1.96)%
Gross
Expenses(e)(f)
2.65%
2.55%
2.45%
2.31%
2.16%
2.26%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$2,695
$3,288
$4,484
$5,126
$11,387
$20,323
Portfolio
Turnover(c)(g)
54%
120%
129%
105%
92%
72%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
26
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$63.64
$57.10
$47.50
$79.37
$103.42
$81.24
Investment
Activities:
Net
investment
income
(loss)(a)
(0.16)
(0.43)
(0.39)
(0.43)
(0.91)
(0.73)
Net
realized
and
unrealized
gains
(losses)
(4.83)
6.97
9.99
(28.70)
(10.77)
31.72
Total
from
Investment
Activities
(4.99)
6.54
9.60
(29.13)
(11.68)
30.99
Distributions
to
Shareholders
from:
Net
realized
gains
(2.74)
(12.37)
(8.81)
Return
of
capital
—(b)
Total
Distributions
(2.74)
(12.37)
(8.81)
Net
Asset
Value,
End
of
Period
$58.65
$63.64
$57.10
$47.50
$79.37
$103.42
Total
Return(c)(d)
(7.84)%
11.43%
20.23%
(36.86)%
(10.74)%
38.32%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.06%
1.06%
1.06%
1.05%
1.04%
1.06%
Net
Investment
Income
(Loss)(e)
(0.54)%
(0.70)%
(0.76)%
(0.74)%
(0.91)%
(0.86)%
Gross
Expenses(e)(f)
1.09%
1.09%
1.09%
1.05%
1.04%
1.06%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$43,001
$49,726
$53,691
$114,850
$611,157
$677,128
Portfolio
Turnover(c)(g)
54%
120%
129%
105%
92%
72%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
27
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Small
Cap
Growth
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$63.19
$56.73
$47.22
$79.00
$103.10
$81.06
Investment
Activities:
Net
investment
income
(loss)(a)
(0.18)
(0.47)
(0.42)
(0.47)
(1.00)
(0.79)
Net
realized
and
unrealized
gains
(losses)
(4.80)
6.93
9.93
(28.57)
(10.73)
31.64
Total
from
Investment
Activities
(4.98)
6.46
9.51
(29.04)
(11.73)
30.85
Distributions
to
Shareholders
from:
Net
realized
gains
(2.74)
(12.37)
(8.81)
Return
of
capital
—(b)
Total
Distributions
(2.74)
(12.37)
(8.81)
Net
Asset
Value,
End
of
Period
$58.21
$63.19
$56.73
$47.22
$79.00
$103.10
Total
Return(c)(d)
(7.88)%
11.37%
20.16%
(36.92)%
(10.82)%
38.21%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.13%
1.13%
1.13%
1.13%
1.13%
1.13%
Net
Investment
Income
(Loss)(e)
(0.62)%
(0.78)%
(0.82)%
(0.81)%
(1.00)%
(0.93)%
Gross
Expenses(e)(f)
1.18%
1.15%
1.17%
1.17%
1.14%
1.15%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$123,734
$163,068
$203,715
$305,542
$985,724
$1,411,316
Portfolio
Turnover(c)(g)
54%
120%
129%
105%
92%
72%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
28
See
notes
to
financial
statements.
Victory
RS
Select
Growth
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$22.71
$18.40
$15.51
$31.30
$38.19
$33.81
Investment
Activities:
Net
investment
income
(loss)(a)
(0.11)
(0.21)
(0.17)
(0.24)
(0.49)
(0.40)
Net
realized
and
unrealized
gains
(losses)
(0.73)
4.52
3.06
(9.65)
2.64
11.43
Total
from
Investment
Activities
(0.84)
4.31
2.89
(9.89)
2.15
11.03
Distributions
to
Shareholders
from:
Net
realized
gains
(5.90)
(9.04)
(6.65)
Total
Distributions
(5.90)
(9.04)
(6.65)
Net
Asset
Value,
End
of
Period
$21.87
$22.71
$18.40
$15.51
$31.30
$38.19
Total
Return(b)(c)
(3.70)%
23.42%
18.63%
(32.43)%
6.89%
33.22%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.40%
1.40%
1.40%
1.40%
1.40%
1.40%
Net
Investment
Income
(Loss)(d)
(0.99)%
(1.05)%
(0.99)%
(1.02)%
(1.21)%
(1.14)%
Gross
Expenses(d)(e)
1.53%
1.53%
1.54%
1.51%
1.48%
1.49%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$61,361
$69,802
$65,450
$68,907
$117,017
$115,014
Portfolio
Turnover(b)(f)
54%
129%
137%
131%(g)
75%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
(g)
Current
year
rate
reflects
an
increase
in
trading
activity
due
to
asset
allocation
shift.
29
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Select
Growth
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$11.92
$9.74
$8.27
$20.74
$28.54
$26.77
Investment
Activities:
Net
investment
income
(loss)(a)
(0.10)
(0.20)
(0.16)
(0.28)
(0.59)
(0.53)
Net
realized
and
unrealized
gains
(losses)
(0.39)
2.38
1.63
(6.29)
1.83
8.95
Total
from
Investment
Activities
(0.49)
2.18
1.47
(6.57)
1.24
8.42
Distributions
to
Shareholders
from:
Net
realized
gains
(5.90)
(9.04)
(6.65)
Total
Distributions
(5.90)
(9.04)
(6.65)
Net
Asset
Value,
End
of
Period
$11.43
$11.92
$9.74
$8.27
$20.74
$28.54
Total
Return(b)(c)
(4.11)%
22.38%
17.78%
(32.94)%
6.02%
32.20%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
2.18%
2.18%
2.18%
2.18%
2.18%
2.18%
Net
Investment
Income
(Loss)(d)
(1.78)%
(1.84)%
(1.77)%
(1.82)%
(1.99)%
(1.92)%
Gross
Expenses(d)(e)
4.02%
3.68%
2.78%
2.42%
2.24%
2.29%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$705
$968
$1,445
$3,082
$9,835
$23,831
Portfolio
Turnover(b)(f)
54%
129%
137%
131%(g)
75%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
(g)
Current
year
rate
reflects
an
increase
in
trading
activity
due
to
asset
allocation
shift.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
30
See
notes
to
financial
statements.
Victory
RS
Select
Growth
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$26.39
$21.31
$17.89
$34.71
$41.25
$35.99
Investment
Activities:
Net
investment
income
(loss)(a)
(0.08)
(0.17)
(0.13)
(0.18)
(0.38)
(0.31)
Net
realized
and
unrealized
gains
(losses)
(0.86)
5.25
3.55
(10.74)
2.88
12.22
Total
from
Investment
Activities
(0.94)
5.08
3.42
(10.92)
2.50
11.91
Distributions
to
Shareholders
from:
Net
realized
gains
(5.90)
(9.04)
(6.65)
Total
Distributions
(5.90)
(9.04)
(6.65)
Net
Asset
Value,
End
of
Period
$25.45
$26.39
$21.31
$17.89
$34.71
$41.25
Total
Return(b)(c)
(3.56)%
23.84%
19.12%
(32.21)%
7.23%
33.65%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.06%
1.06%
1.06%
1.06%
1.06%
1.06%
Net
Investment
Income
(Loss)(d)
(0.64)%
(0.71)%
(0.66)%
(0.69)%
(0.88)%
(0.80)%
Gross
Expenses(d)(e)
4.06%
5.43%
3.62%
2.65%
1.83%
4.52%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$512
$368
$364
$594
$1,231
$710
Portfolio
Turnover(b)(f)
54%
129%
137%
131%(g)
75%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
(g)
Current
year
rate
reflects
an
increase
in
trading
activity
due
to
asset
allocation
shift.
31
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Select
Growth
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$26.04
$21.04
$17.68
$34.43
$41.02
$35.84
Investment
Activities:
Net
investment
income
(loss)(a)
(0.09)
(0.18)
(0.14)
(0.20)
(0.41)
(0.33)
Net
realized
and
unrealized
gains
(losses)
(0.85)
5.18
3.50
(10.65)
2.86
12.16
Total
from
Investment
Activities
(0.94)
5.00
3.36
(10.85)
2.45
11.83
Distributions
to
Shareholders
from:
Net
realized
gains
(5.90)
(9.04)
(6.65)
Total
Distributions
(5.90)
(9.04)
(6.65)
Net
Asset
Value,
End
of
Period
$25.10
$26.04
$21.04
$17.68
$34.43
$41.02
Total
Return(b)(c)
(3.57)%
23.72%
19.00%
(32.27)%
7.15%
33.57%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.14%
1.14%
1.14%
1.14%
1.14%
1.14%
Net
Investment
Income
(Loss)(d)
(0.74)%
(0.79)%
(0.73)%
(0.76)%
(0.95)%
(0.88)%
Gross
Expenses(d)(e)
1.32%
1.30%
1.28%
1.24%
1.21%
1.24%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$21,241
$24,858
$28,447
$31,532
$70,192
$93,844
Portfolio
Turnover(b)(f)
54%
129%
137%
131%(g)
75%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
(g)
Current
year
rate
reflects
an
increase
in
trading
activity
due
to
asset
allocation
shift.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
32
See
notes
to
financial
statements.
Victory
RS
Mid
Cap
Growth
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$22.69
$18.30
$15.52
$24.76
$32.99
$25.56
Investment
Activities:
Net
investment
income
(loss)(a)
(0.09)
(0.16)
(0.12)
(0.14)
(0.33)
(0.20)
Net
realized
and
unrealized
gains
(losses)
1.26
4.55
2.90
(8.41)
1.60
8.98
Total
from
Investment
Activities
1.17
4.39
2.78
(8.55)
1.27
8.78
Distributions
to
Shareholders
from:
Net
realized
gains
(0.69)
(9.50)
(1.35)
Return
of
capital
—(b)
Total
Distributions
(0.69)
(9.50)
(1.35)
Net
Asset
Value,
End
of
Period
$23.86
$22.69
$18.30
$15.52
$24.76
$32.99
Total
Return(c)(d)
5.16%
23.99%
17.91%
(34.68)%
4.68%
34.47%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.20%
1.20%
1.20%
1.21%(g)
1.20%
1.20%
Net
Investment
Income
(Loss)(e)
(0.85)%
(0.78)%
(0.73)%
(0.76)%
(0.98)%
(0.75)%
Gross
Expenses(e)(f)
1.44%
1.45%
1.44%
1.40%
1.33%
1.35%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$51,387
$54,223
$51,156
$47,664
$88,064
$93,072
Portfolio
Turnover(c)(h)
56%
126%
119%
133%
90%
92%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
Without
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
33
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Mid
Cap
Growth
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$17.03
$13.86
$11.86
$19.34
$28.05
$22.08
Investment
Activities:
Net
investment
income
(loss)(a)
(0.15)
(0.26)
(0.21)
(0.25)
(0.52)
(0.38)
Net
realized
and
unrealized
gains
(losses)
0.94
3.43
2.21
(6.54)
1.31
7.70
Total
from
Investment
Activities
0.79
3.17
2.00
(6.79)
0.79
7.32
Distributions
to
Shareholders
from:
Net
realized
gains
(0.69)
(9.50)
(1.35)
Return
of
capital
—(b)
Total
Distributions
(0.69)
(9.50)
(1.35)
Net
Asset
Value,
End
of
Period
$17.82
$17.03
$13.86
$11.86
$19.34
$28.05
Total
Return(c)(d)
4.64%
22.87%
16.86%
(35.30)%
3.75%
33.30%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
2.11%
2.11%
2.11%
2.12%(g)
2.09%
2.11%
Net
Investment
Income
(Loss)(e)
(1.78)%
(1.70)%
(1.63)%
(1.69)%
(1.87)%
(1.65)%
Gross
Expenses(e)(f)
5.61%
4.03%
2.57%
2.25%
2.09%
2.14%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$244
$493
$1,123
$3,312
$12,054
$17,325
Portfolio
Turnover(c)(h)
56%
126%
119%
133%
90%
92%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
Without
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
34
See
notes
to
financial
statements.
Victory
RS
Mid
Cap
Growth
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$24.51
$19.71
$16.68
$26.46
$34.53
$26.63
Investment
Activities:
Net
investment
income
(loss)(a)
(0.07)
(0.11)
(0.08)
(0.11)
(0.25)
(0.14)
Net
realized
and
unrealized
gains
(losses)
1.37
4.91
3.11
(8.98)
1.68
9.39
Total
from
Investment
Activities
1.30
4.80
3.03
(9.09)
1.43
9.25
Distributions
to
Shareholders
from:
Net
realized
gains
(0.69)
(9.50)
(1.35)
Return
of
capital
—(b)
Total
Distributions
(0.69)
(9.50)
(1.35)
Net
Asset
Value,
End
of
Period
$25.81
$24.51
$19.71
$16.68
$26.46
$34.53
Total
Return(c)(d)
5.30%
24.35%
18.17%
(34.49)%
4.95%
34.86%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.94%
0.94%
0.94%
0.95%(g)
0.94%
0.94%
Net
Investment
Income
(Loss)(e)
(0.59)%
(0.52)%
(0.47)%
(0.54)%
(0.73)%
(0.49)%
Gross
Expenses(e)(f)
1.74%
2.03%
1.77%
1.16%
0.98%
1.01%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$2,587
$1,600
$1,406
$2,360
$19,731
$27,861
Portfolio
Turnover(c)(h)
56%
126%
119%
133%
90%
92%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
Without
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
35
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Mid
Cap
Growth
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$24.46
$19.67
$16.65
$26.43
$34.50
$26.61
Investment
Activities:
Net
investment
income
(loss)(a)
(0.07)
(0.12)
(0.09)
(0.11)
(0.26)
(0.14)
Net
realized
and
unrealized
gains
(losses)
1.36
4.91
3.11
(8.98)
1.69
9.38
Total
from
Investment
Activities
1.29
4.79
3.02
(9.09)
1.43
9.24
Distributions
to
Shareholders
from:
Net
realized
gains
(0.69)
(9.50)
(1.35)
Return
of
capital
—(b)
Total
Distributions
(0.69)
(9.50)
(1.35)
Net
Asset
Value,
End
of
Period
$25.75
$24.46
$19.67
$16.65
$26.43
$34.50
Total
Return(c)(d)
5.27%
24.29%
18.20%
(34.53)%
4.96%
34.84%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.95%
0.95%
0.95%
0.96%(g)
0.95%
0.95%
Net
Investment
Income
(Loss)(e)
(0.60)%
(0.53)%
(0.47)%
(0.53)%
(0.73)%
(0.50)%
Gross
Expenses(e)(f)
1.22%
1.17%
1.12%
1.13%
1.09%
1.10%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$16,177
$18,579
$20,967
$28,192
$249,373
$466,342
Portfolio
Turnover(c)(h)
56%
126%
119%
133%
90%
92%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
Without
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
36
See
notes
to
financial
statements.
Victory
RS
Mid
Cap
Growth
Fund
Member
Class
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
November
3,
2020(a)
through
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$22.86
$18.41
$15.59
$24.84
$33.00
$29.16
Investment
Activities:
Net
investment
income
(loss)(b)
(0.08)
(0.13)
(0.10)
(0.11)
(0.28)
(0.04)
Net
realized
and
unrealized
gains
(losses)
1.28
4.58
2.92
(8.45)
1.62
5.23
Total
from
Investment
Activities
1.20
4.45
2.82
(8.56)
1.34
5.19
Distributions
to
Shareholders
from:
Net
realized
gains
(0.69)
(9.50)
(1.35)
Return
of
capital
—(c)
Total
Distributions
(0.69)
(9.50)
(1.35)
Net
Asset
Value,
End
of
Period
$24.06
$22.86
$18.41
$15.59
$24.84
$33.00
Total
Return(d)(e)
5.21%
24.17%
18.09%
(34.61)%
4.88%
17.94%
Ratios
to
Average
Net
Assets:
Net
Expenses(f)(g)
1.05%
1.05%
1.05%
1.05%
1.05%
1.05%
Net
Investment
Income
(Loss)(f)
(0.70)%
(0.63)%
(0.57)%
(0.58)%
(0.85)%
(0.71)%
Gross
Expenses(f)(g)
2.46%
2.64%
2.71%
2.60%
5.66%
31.23%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,414
$1,618
$1,073
$911
$957
$109
Portfolio
Turnover(d)(h)
56%
126%
119%
133%
90%
92%
(a)
Commencement
of
operations.
(b)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(c)
Amount
is
less
than
$0.005
per
share.
(d)
Not
annualized
for
periods
less
than
one
year.
(e)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(f)
Annualized
for
periods
less
than
one
year.
(g)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
37
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Growth
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$30.86
$24.64
$17.06
$26.14
$23.84
$19.22
Investment
Activities:
Net
investment
income
(loss)(a)
(0.10)
(0.19)
(0.11)
(0.11)
(0.18)
(0.08)
Net
realized
and
unrealized
gains
(losses)
2.16
8.73
7.73
(8.57)
4.85
6.89
Total
from
Investment
Activities
2.06
8.54
7.62
(8.68)
4.67
6.81
Distributions
to
Shareholders
from:
Net
investment
income
(0.02)
Net
realized
gains
(2.32)
(0.04)
(0.40)
(2.35)
(2.19)
Total
Distributions
(2.32)
(0.04)
(0.40)
(2.37)
(2.19)
Net
Asset
Value,
End
of
Period
$32.92
$30.86
$24.64
$17.06
$26.14
$23.84
Total
Return(b)(c)
6.68%
34.36%
44.65%
(33.31)%
19.91%
35.64%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.10%
1.10%
1.10%
1.10%
1.10%
1.10%
Net
Investment
Income
(Loss)(d)
(0.65)%
(0.63)%
(0.53)%
(0.53)%
(0.71)%
(0.37)%
Gross
Expenses(d)(e)
1.16%
1.17%
1.18%
1.18%
1.17%
1.19%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$322,533
$319,339
$253,304
$189,042
$308,663
$274,388
Portfolio
Turnover(b)(f)
14%
50%
62%
96%
62%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
38
See
notes
to
financial
statements.
Victory
RS
Growth
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$22.19
$18.34
$12.81
$19.94
$18.80
$15.63
Investment
Activities:
Net
investment
income
(loss)(a)
(0.16)
(0.31)
(0.22)
(0.21)
(0.31)
(0.20)
Net
realized
and
unrealized
gains
(losses)
1.55
6.48
5.79
(6.52)
3.80
5.56
Total
from
Investment
Activities
1.39
6.17
5.57
(6.73)
3.49
5.36
Distributions
to
Shareholders
from:
Net
realized
gains
(2.32)
(0.04)
(0.40)
(2.35)
(2.19)
Total
Distributions
(2.32)
(0.04)
(0.40)
(2.35)
(2.19)
Net
Asset
Value,
End
of
Period
$23.58
$22.19
$18.34
$12.81
$19.94
$18.80
Total
Return(b)(c)
6.26%
33.23%
43.46%
(33.89)%
18.95%
34.55%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.93%
1.93%
1.93%
1.93%
1.93%
1.93%
Net
Investment
Income
(Loss)(d)
(1.48)%
(1.46)%
(1.36)%
(1.37)%
(1.54)%
(1.20)%
Gross
Expenses(d)(e)
3.56%
3.52%
3.33%
2.78%
1.99%
2.43%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$765
$863
$1,022
$689
$1,733
$3,731
Portfolio
Turnover(b)(f)
14%
50%
62%
96%
62%
73%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
39
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Growth
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$33.16
$26.29
$18.15
$27.70
$25.13
$20.11
Investment
Activities:
Net
investment
income
(loss)(a)
(0.06)
(0.11)
(0.06)
(0.06)
(0.12)
(0.02)
Net
realized
and
unrealized
gains
(losses)
2.32
9.30
8.24
(9.09)
5.13
7.23
Total
from
Investment
Activities
2.26
9.19
8.18
(9.15)
5.01
7.21
Distributions
to
Shareholders
from:
Net
investment
income
—(b)
(0.09)
Net
realized
gains
(2.32)
(0.04)
(0.40)
(2.35)
(2.19)
Total
Distributions
(2.32)
(0.04)
(0.40)
(2.44)
(2.19)
Net
Asset
Value,
End
of
Period
$35.42
$33.16
$26.29
$18.15
$27.70
$25.13
Total
Return(c)(d)
6.82%
34.68%
45.05%
(33.13)%
20.22%
36.06%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.83%
0.83%
0.83%
0.83%
0.83%
0.83%
Net
Investment
Income
(Loss)(e)
(0.38)%
(0.36)%
(0.26)%
(0.26)%
(0.44)%
(0.09)%
Gross
Expenses(e)(f)
0.98%
0.98%
0.97%
0.95%
0.91%
0.99%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$29,370
$27,527
$22,116
$18,286
$33,772
$29,875
Portfolio
Turnover(c)(g)
14%
50%
62%
96%
62%
73%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
40
See
notes
to
financial
statements.
Victory
RS
Science
and
Technology
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$26.89
$20.23
$15.26
$28.34
$36.35
$23.37
Investment
Activities:
Net
investment
income
(loss)(a)
(0.16)
(0.29)
(0.22)
(0.22)
(0.46)
(0.34)
Net
realized
and
unrealized
gains
(losses)
1.54
6.95
5.19
(12.07)
(3.10)
15.48
Total
from
Investment
Activities
1.38
6.66
4.97
(12.29)
(3.56)
15.14
Distributions
to
Shareholders
from:
Net
realized
gains
(0.79)
(4.45)
(2.16)
Total
Distributions
(0.79)
(4.45)
(2.16)
Net
Asset
Value,
End
of
Period
$28.27
$26.89
$20.23
$15.26
$28.34
$36.35
Total
Return(b)(c)
5.13%
32.92%
32.57%
(43.51)%
(9.25)%
65.03%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.47%
1.48%
1.49%
1.47%
1.47%
1.48%
Net
Investment
Income
(Loss)(d)
(1.27)%
(1.25)%
(1.28)%
(1.20)%
(1.28)%
(1.22)%
Gross
Expenses(d)(e)
1.47%
1.48%
1.49%
1.48%
1.47%
1.48%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$175,449
$175,238
$145,950
$130,060
$250,490
$320,605
Portfolio
Turnover(b)(f)
14%
39%
77%
56%
46%
30%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
41
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Science
and
Technology
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$17.63
$13.37
$10.17
$19.48
$26.81
$17.73
Investment
Activities:
Net
investment
income
(loss)(a)
(0.17)
(0.31)
(0.24)
(0.26)
(0.55)
(0.41)
Net
realized
and
unrealized
gains
(losses)
1.00
4.57
3.44
(8.26)
(2.33)
11.65
Total
from
Investment
Activities
0.83
4.26
3.20
(8.52)
(2.88)
11.24
Distributions
to
Shareholders
from:
Net
realized
gains
(0.79)
(4.45)
(2.16)
Total
Distributions
(0.79)
(4.45)
(2.16)
Net
Asset
Value,
End
of
Period
$18.46
$17.63
$13.37
$10.17
$19.48
$26.81
Total
Return(b)(c)
4.71%
31.76%
31.56%
(43.95)%
(10.03)%
63.71%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
2.28%
2.28%
2.28%
2.28%
2.28%
2.28%
Net
Investment
Income
(Loss)(d)
(2.07)%
(2.05)%
(2.07)%
(2.01)%
(2.09)%
(2.03)%
Gross
Expenses(d)(e)
2.61%
2.57%
2.51%
2.40%
2.28%
2.32%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$3,830
$4,146
$4,816
$4,725
$11,168
$18,398
Portfolio
Turnover(b)(f)
14%
39%
77%
56%
46%
30%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
42
See
notes
to
financial
statements.
Victory
RS
Science
and
Technology
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$30.24
$22.70
$17.08
$31.49
$39.73
$25.36
Investment
Activities:
Net
investment
income
(loss)(a)
(0.15)
(0.27)
(0.20)
(0.20)
(0.41)
(0.29)
Net
realized
and
unrealized
gains
(losses)
1.74
7.81
5.82
(13.42)
(3.38)
16.82
Total
from
Investment
Activities
1.59
7.54
5.62
(13.62)
(3.79)
16.53
Distributions
to
Shareholders
from:
Net
realized
gains
(0.79)
(4.45)
(2.16)
Total
Distributions
(0.79)
(4.45)
(2.16)
Net
Asset
Value,
End
of
Period
$31.83
$30.24
$22.70
$17.08
$31.49
$39.73
Total
Return(b)(c)
5.26%
33.22%
32.90%
(43.38)%
(9.04)%
65.40%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.24%
1.24%
1.24%
1.24%
1.23%
1.24%
Net
Investment
Income
(Loss)(d)
(1.03)%
(1.01)%
(1.03)%
(0.97)%
(1.05)%
(0.99)%
Gross
Expenses(d)(e)
1.29%
1.29%
1.29%
1.28%
1.23%
1.26%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$23,751
$25,150
$24,281
$28,503
$81,080
$109,275
Portfolio
Turnover(b)(f)
14%
39%
77%
56%
46%
30%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Notes
to
Financial
Statements
June
30,
2025
Victory
Portfolios
43
(Unaudited)
1.
Organization:
Victory
Portfolios
(the
“Trust”)
is
organized
as
a
Delaware
statutory
trust and
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 32
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.
The
accompanying
financial
statements
are
those
of
the
following five
funds
(collectively,
the
“Funds”
and
individually,
a
“Fund”).
Each
Fund is
classified
as
diversified
under
the
1940
Act.
*
Effective
March
28,
2024,
the
Fund’s
Class
R
shares
were
converted
to
Class
A
shares.
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. Victory
Capital
Management
Inc.
(“VCM”
or
the
“Adviser”)
is
an
indirect
wholly
owned
subsidiary
of
Victory
Capital
Holdings,
Inc.,
a
publicly
traded
Delaware
corporation,
and
a
wholly
owned
direct
subsidiary
of
Victory
Capital
Operating,
LLC.
Under
the
Trust’s
organizational
documents,
its
officers
and
trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
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 Funds
in
the
preparation
of their
financial
statements. The
policies
are
in
conformity
with
U.S.
Generally
Accepted
Accounting
Principles
(“GAAP”).
The
preparation
of
financial
statements
in
accordance
with
GAAP
requires
the Adviser
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
income
and
expenses
for
the
period.
Actual
results
could
differ
from
those
estimates.
The
Funds
follow
the
specialized
accounting
and
reporting
requirements
under
GAAP
that
are
applicable
to
investment
companies
under
Accounting
Standards
Codification
Topic
946.
Investment
Valuation:
The
Funds
record
investments
at
fair
value.
Fair
value
is
defined
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
valuation
techniques
described
below
maximize
the
use
of
observable
inputs
and
minimize
the
use
of
unobservable
inputs
in
determining
fair
value.
The
inputs
used
for
valuing
the
Funds’
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
quoted
prices
(unadjusted)
in
active
markets
for
identical
securities
Level
2
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
or
credit
spreads,
applicable
to
those
securities,
etc.)
Level
3
significant
unobservable
inputs
(including
the
Adviser’s
assumptions
in
determining
the
fair
value
of
investments)
Changes
in
valuation
techniques
may
result
in
transfers
in
or
out
of
an
assigned
level
within
the
disclosure
hierarchy.
The
inputs
or
methodologies
used
for
valuation
techniques
are
not
necessarily
an
indication
of
the
risks
associated
with
entering
into
those
investments.
The
Adviser,
appointed
as the
valuation
designee
by the
Trust’s
Board
of
Trustees
(the
“Board”),
has
established
the
Pricing
and
Liquidity
Committee
(the
“Committee”),
and
subject
to Board
oversight,
the
Committee
administers
and
oversees
the
Funds’
valuation
policies
and
procedures,
which are
approved
by
the
Board.
Portfolio
securities
listed
or
traded
on
securities
exchanges,
including
Exchange-Traded
Funds
(“ETFs”)
and
American
Depositary
Receipts,
are
valued
at
the
last
sale
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
closing bid
quotation
on
the
exchange
or
system
where
the
security
is
principally
traded.
In
each
of
these
situations,
valuations
are
typically
categorized
as
Level
1
in
the
fair
value
hierarchy.
Investments
in
open-end
investment
companies,
other
than
ETFs, are
valued
at their
net
asset
value
(“NAV”).
These
valuations
are
typically
categorized
as
Level
1 in
the
fair
value
hierarchy.
Funds
(Legal
Name)
Funds
(Short
Name)
Investment
Share
Classes
Offered
Victory
RS
Small
Cap
Growth
Fund*
RS
Small
Cap
Growth
Fund
A,
C,
R6,
and
Y
Victory
RS
Select
Growth
Fund*
RS
Select
Growth
Fund
A,
C,
R6,
and
Y
Victory
RS
Mid
Cap
Growth
Fund*
RS
Mid
Cap
Growth
Fund
A,
C,
R6,
Y,
and
Member
Class
Victory
RS
Growth
Fund*
RS
Growth
Fund
A,
C,
and
Y
Victory
RS
Science
and
Technology
Fund*
RS
Science
and
Technology
Fund
A,
C,
and
Y
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
44
(Unaudited)
(a)
Rounds
to
less
than
$1
thousand.
In
the
event
that
price
quotations
or
valuations
are
not
readily
available,
investments
are
valued
at
fair
value
in
accordance
with
procedures
established
by
and
under
the
general
supervision
and
responsibility
of
the
Board.
These
valuations
are
typically
categorized
as
Level
2
or
Level
3
in
the
fair
value
hierarchy,
based
on
the
observability
of
inputs
used
to
determine
the
fair
value.
The
effect
of
fair
value
pricing
is
that
securities
may
not
be
priced
on
the
basis
of
quotations
from
the
primary
market
in
which
they
are
traded
and
the
actual
price
realized
from
the
sale
of
a
security
may
differ
materially
from
the
fair
value
price.
Valuing
these
securities
at
fair
value
is
intended
to
cause
the
Funds’
NAV to
be
more
reliable
than
it
otherwise
would
be.
A
summary
of
the
valuations
as
of
June
30,
2025,
based
upon
the
three
levels
defined
above,
is
included
in
the
table
below
while
the
breakdown,
by
category,
of
investments
is
disclosed
on
the
Schedules
of
Portfolio
Investments  (amounts
in
thousands):
As
of June
30,
2025,
there
were
no
significant transfers
into/out
of
Level
3.
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
will
be
reclassified
to
realized
gains
or
return
of
capital
as
estimated
by
the
Funds
based
on
calendar
year-end
information
as
it
becomes
known
or
available.
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
or
the
last
business
day
of
the
reporting
period.
Interest
income
is
determined
Level
1
Level
2
Level
3
Total
RS
Small
Cap
Growth
Fund
Common
Stocks
...............................................
$
390,358
$
$
$
390,358
Collateral
for
Securities
Loaned
...................................
13,362
13,362
Total
.......................................................
$
403,720
$
$
$
403,720
RS
Select
Growth
Fund
Common
Stocks
...............................................
83,191
83,191
Collateral
for
Securities
Loaned
...................................
1,151
1,151
Total
.......................................................
$
84,342
$
$
$
84,342
RS
Mid
Cap
Growth
Fund
Common
Stocks
...............................................
70,926
70,926
Collateral
for
Securities
Loaned
...................................
755
755
Total
.......................................................
$
71,681
$
$
$
71,681
RS
Growth
Fund
Common
Stocks
...............................................
351,731
351,731
Total
.......................................................
$
351,731
$
$
$
351,731
RS
Science
and
Technology
Fund
Common
Stocks
...............................................
202,801
202,801
Warrants
....................................................
—(a)
—(a)
Collateral
for
Securities
Loaned
...................................
3,643
3,643
Total
.......................................................
$
206,444
$
$
—(a)
$
206,444
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
45
(Unaudited)
on
the
basis
of
coupon
interest
accrued
and
recorded
daily
using
the
effective
interest
method
which
adjusts,
where
applicable,
the
amortization
of
premiums
or
accretion
of
discounts. Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividends
included
in
income,
if
any,
are
recorded
at
the
fair
value
of
the
securities
received. Gains
or
losses
realized
on
sales
of
securities
are
recorded
on
the
identified
cost
basis.
Securities
Lending:
The
Funds, through
a Securities
Lending
Agreement with
Citibank,
N.A.
(“Citibank”), may
lend
their
securities
to
qualified
financial
institutions,
such
as
certain
broker-dealers
and
banks,
to
earn
additional
income,
net
of
income
retained
by
Citibank.
Borrowers
are
required
to
initially
secure
their
loans for
collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
securities
loaned
or
at
least
105%
of
the
value
of
non-U.S.
securities
loaned,
marked-to-market
daily.
Any
collateral
shortfalls
associated
with
increases
in
the
valuation
of
the
securities
loaned
are
generally
cured the
next
business
day.
The
collateral
can
be
received
in
the
form
of
cash
collateral
and/or
non-cash
collateral.
Non-
cash
collateral
can
include
U.S.
Government
Securities and
other
securities
as
permitted
by
Securities
and
Exchange
Commission
(“SEC”)
guidelines.
The
cash
collateral
is
invested
in
short-term
instruments
or
cash
equivalents,
primarily
open-end
investment
companies,
as
noted
on
the
Funds’
Schedules
of
Portfolio
Investments.
The
Funds
effectively
do not
have
control
of
the
non-cash
collateral
and
therefore
it
is
not
disclosed
on
the
Funds’
Schedules
of
Portfolio
Investments.
Collateral
requirements
are
determined
daily
based
on
the
value
of
the
Funds’
securities
on
loan
as
of
the
end
of
the prior
business
day.
During
the
time
portfolio
securities
are
on
loan,
the
borrower
will
pay
the
Funds
any
dividends
or
interest
paid
on
such
securities
plus
any
fee
negotiated
between
the
parties
to
the
lending
agreement.
The
Funds
also
earn
a
return
from
the
collateral.
The
Funds
pay
Citibank
various
fees
in
connection
with
the
investment
of
cash
collateral
and
fees
based
on
the
investment
income
received
from
securities
lending
activities.
Securities
lending
income
(net
of
these
fees)
is
disclosed
on
the
Statements
of
Operations.
Loans
are
terminable
upon
demand
and
the
borrower
must
return
the
loaned
securities
within
the
lesser
of
one
standard
settlement
period
or
five
business
days. Although
risk
is
mitigated
by
the
collateral, a
Fund could
experience
a
delay
in
recovering
its
securities
and
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
them.
In
addition,
there
is
a
risk that
the
value
of
the
short-term
investments
will
be
less
than
the
amount
of
cash
collateral
required
to
be
returned
to
the
borrower.
The
Funds’
agreement
with
Citibank
does
not
include
master
netting
provisions.
Non-cash
collateral
received
by
the
Funds
may
not
be
sold
or
repledged,
except
to
satisfy
borrower
default.
The
following
table
is
a
summary
of
the
Funds’
securities
lending
transactions
as
of
June
30,
2025
(amounts
in
thousands):
Federal
Income
Taxes:
Each
Fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
by
complying
with
the
provisions
available
to
certain
investment
companies,
as
defined
in
applicable
sections
of
the
Internal
Revenue
Code,
and
to
make
distributions
of
net
investment
income
and
net
realized
gains
sufficient
to
relieve
it
from
all,
or
substantially
all,
federal
income
taxes.
Accordingly,
no
provision
for
federal
income
taxes
is
required
in
the
financial
statements.
The
Funds
have
a
tax
year
end
of
December
31.
For
the
six
months
ended
June
30,
2025,
the
Funds
did
not
incur
any
income
tax,
interest,
or
penalties,
and
have
recorded
no
liability
for
net
unrecognized
tax
benefits
relating
to
uncertain
tax
positions.
Management
of
the
Funds
has
reviewed
tax
positions
taken
in
tax
years
that
remain
subject
to
examination
by
all
major
tax
jurisdictions,
including
federal
(i.e.,
the
last
four
tax
years,
which
includes
the
current
fiscal
tax
year
end).
Management
believes
that
there
is
no
tax
liability
resulting
from
unrecognized
tax
benefits
related
to
uncertain
tax
positions
taken.
Allocations:
Expenses
directly
attributable
to a
Fund
are
charged
to that
Fund,
while
expenses
that
are
attributable
to
more
than
one
fund
in
the
Trust,
or
jointly
with
an
affiliated
trust,
are
allocated
among
the
respective
funds
in
the
Trust
and/or
an
affiliated
trust
based
upon
net
assets
or
another
appropriate
basis.
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statements
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
RS
Small
Cap
Growth
Fund
.........................................
$
13,454
$
$
13,362
RS
Select
Growth
Fund
............................................
1,138
1,151
RS
Mid
Cap
Growth
Fund
..........................................
741
755
RS
Science
and
Technology
Fund
.....................................
3,533
3,643
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
46
(Unaudited)
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
six
months
ended
June
30,
2025,
were
as
follows  (amounts
in
thousands):
4.
Fees
and
Transactions
with
Affiliates
and
Related
Parties:
Investment
Advisory
Fees: 
Investment
advisory
services
are
provided
to
the
Funds
by
the
Adviser,
which
is
a
New
York
corporation
registered
as
an
investment
adviser
with
the
SEC.
Under
the
terms
of
the
Investment
Advisory
Agreement,
the
Adviser
is
entitled
to
receive
fees
accrued
daily
and
paid
monthly
at
an
annualized
rate
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.
Amounts
incurred
and
paid
to
VCM
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Investment
advisory
fees.
Administration
and
Servicing
Fees:
VCM
also
serves
as
the
Funds’
administrator
and
fund
accountant.
Under
the
Administration
and
Fund
Accounting
Agreement,
VCM
is
paid
an
administration
fee
based
on
a
percentage
of
the
average
daily
net
assets
of
the
Trust,
Victory
Variable
Insurance
Funds
and
Victory
Portfolios
II.
The
tiered
rates
at
which
VCM
is
paid
by
the
Funds
are
shown
in
the
table
below:
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
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 six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-
Administration
fees.
The
Funds
(as
part
of
the
Trust)
have
entered
into
an
agreement
with
the
Adviser
to
provide
compliance
services,
pursuant
to
which
the
Adviser
furnishes
its
compliance
personnel,
including
the
services
of
the
Chief
Compliance
Officer
(“CCO”),
and
other
resources
reasonably
necessary
to
provide
the
Trust
with
compliance
oversight
services
related
to
the
design,
administration,
and
oversight
of
a
compliance
program
for
the
Trust
in
accordance
with
Rule
38a-1
under
the
1940
Act.
The
CCO
is
an
employee
of
the
Adviser,
which
pays
the
compensation
of
the
CCO
and
support
staff.
The
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
and
Victory
Portfolios
II,
in
the
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Compliance
fees.
Excluding
U.S.
Government
Securities
Purchases
Sales
RS
Small
Cap
Growth
Fund
..................................................................
$
223,420
$
275,767
RS
Select
Growth
Fund
.....................................................................
46,505
54,929
RS
Mid
Cap
Growth
Fund
...................................................................
39,397
48,034
RS
Growth
Fund
..........................................................................
47,517
62,732
RS
Science
and
Technology
Fund
..............................................................
26,075
37,189
RS
Small
Cap
Growth
Fund
Tiered
Rate
Up
to
$1
billion
Next
$1
billion
Over
$2
billion
0.95%
0.825%
0.75%
Flat
Rate
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%
Net
Assets
Up
to
$15
billion
$15
billion
$30
billion
Over
$30
billion
0.08%,
plus
0.05%,
plus
0.04%
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
47
(Unaudited)
Transfer
Agency
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
six
months ended
June
30,
2025,
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.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
if
any,
are
reflected
on
the
Statements
of
Operations
as
Transfer
agent
fees.
Sub-Transfer
Agency
Fees:
The
Funds
have
entered
into
Sub-Transfer
Agency
Agreements
with
financial
intermediaries
that
provide
recordkeeping,
processing,
shareholder
communications
and
other
services
to
customers
of
the
intermediaries
that
hold
positions
in
the
Funds
and
have
agreed
to
compensate
the
intermediaries
for
providing
those
services.
Intermediaries
transact
with
the
Funds
primarily
through
the
use
of
omnibus
accounts
on
behalf
of
their
customers
who
hold
positions
in
the
Funds.
These
services
would
have
been
provided
by
the
Funds’
transfer
agent
and
other
service
providers
if
the
shareholders’
accounts
were
maintained
directly
at
the
Funds’
transfer
agent.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-Transfer
agent
fees.
Distributor/Underwriting
Services:
Victory
Capital
Services,
Inc.
(the
“Distributor”),
an
affiliate
of
the
Adviser,
serves
as
Distributor
for
the
continuous
offering
of
the
shares
of
the
Funds
pursuant
to
a
Distribution
Agreement
between
the
Distributor
and
the
Trust.
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
up
to
the
annual
rate
shown
in
the
table
below:
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
C,
and
Class
R.
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
12b-1
fees.
In
addition,
the
Distributor
is
entitled
to
receive
commissions
in
connection
with sales
of
Class
A.
For
the
six
months
ended
June
30,
2025,
the
Distributor
received
the
following
from
commissions
earned
in
connection with
sales
of
Class
A
(amounts
in
thousands): 
Other
Fees:
Citibank
serves
as
the
Funds’
custodian.
The
Funds
pay
Citibank
a
fee
for
providing
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Custodian
fees.
Sidley
Austin
LLP
provides
legal
services
to
the
Trust.
The
Adviser
has
entered
into
an
expense
limitation
agreement
with
the
Trust. Under
the
terms
of
the
agreement,
the
Adviser
has
agreed
to
waive
fees
or
reimburse
certain
expenses
to
the
extent
that
ordinary
operating
expenses
incurred
by
certain
classes
of
the
Funds
in
any
fiscal
year
exceed
the
expense
limits
for the
Funds.
Such
excess
amounts
will
be
the
liability
of
the
Adviser.
Acquired
fund
fees
and
expenses,
interest,
taxes,
brokerage
commissions,
other
expenditures which
are
capitalized
in
accordance
with
GAAP,
and
other
extraordinary
expenses
not
incurred
in
the
ordinary
course
of the
Funds’
business
are
excluded
from
the
expense
limits.
As
of
June
30,
2025,
the
expense
limits
(excluding
voluntary
waivers) were
as
follows:
Class
A
Class
C
RS
Small
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
RS
Select
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
RS
Mid
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
RS
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
RS
Science
and
Technology
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
Amount
RS
Small
Cap
Growth
Fund
.............................................................................
$
—(a)
RS
Select
Growth
Fund
................................................................................
1
RS
Mid
Cap
Growth
Fund
..............................................................................
—(a)
RS
Growth
Fund
.....................................................................................
1
RS
Science
and
Technology
Fund
.........................................................................
1
(a)
Rounds
to
less
than
$1
thousand.
In
effect
until
April
30,
2026
Class
A
Class
C
Class
R6
Class
Y
Member
Class
RS
Small
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.40%
2.16%
1.06%
1.13%
N/A
RS
Select
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.40%
2.18%
1.06%
1.14%
N/A
RS
Mid
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.20%
2.11%
0.94%
0.95%
1.05%
RS
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.10%
1.93%
N/A
0.83%
N/A
RS
Science
and
Technology
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.49%
2.28%
N/A
1.24%
N/A

Victory Portfolios

 

Notes to Financial Statements — continued

June 30, 2025

  (Unaudited)

 

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

 

The Funds have not recorded any amounts available to be repaid to the Adviser as a commitment and contingency liability due to an assessment that such repayments are not probable at June 30, 2025.

 

For the six months ended June 30, 2025, the following recoupment amounts were paid to the Adviser:

 

 

Amount

RS Science and Technology Fund $ —*

 

* Rounds to less than $1 thousand.

 

As of June 30, 2025, the following amounts are available to be repaid to the Adviser (amounts in thousands):

 

 

Expires
2025

Expires
2026

Expires
2027

Expires
2028

Total

RS Small Cap Growth Fund $ 31 $ 231 $ 94 $ 78 $ 434
RS Select Growth Fund   64   160   164   75   463
RS Mid Cap Growth Fund   138   202   223   105   668
RS Growth Fund   99   227   249   122   697
RS Science and Technology Fund   4   22   25   11   62

 

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 six months ended June 30, 2025.

 

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

 

5. Risks:

The following describes the principal risks that you may assume as an investor in each Fund. The risk descriptions below provide a more detailed explanation of the principal investment risks. The Funds may be subject to other risks in addition to these identified risks.

 

 

 

 

RS Small Cap Growth Fund RS Select Growth Fund RS Mid Cap Growth Fund RS Growth Fund RS Science & Tech Fund
Equity Securities Risk x x x x x
General Market Risk x x x x x
Smaller-Capitalization Stock Risk x x     x
Mid-Capitalization Stock Risk     x x  
Large-Capitalization Stock Risk       x x
Science and Technology Investment Risk         x
Sector Focus Risk x x x x x

 

Equity Securities Risk — The values of the equity securities in which the Fund(s) invest(s) may decline in response to developments affecting individual companies and/or general market economic, and political conditions, and other factors. A company’s earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors.  Price changes may be temporary or may last for extended periods.

 

General Market Risk — Overall market risks may affect the value of the Fund(s). Domestic and international factors such as political events, war, terrorism, trade disputes, inflation rates, interest rate levels, and other fiscal and monetary policy changes; cybersecurity incidents, pandemics, and other public health crises, imposition of tariffs, sanctions against a particular foreign country, its nationals, businesses, or

 

48

 

 

 

Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
49
(Unaudited)
industries;
and
related
geopolitical
events,
as
well
as
environmental
disasters
such
as
earthquakes,
fires,
and
floods,
or
other
catastrophes,
may
add
to
instability
in
global
economies
and
markets
generally,
and
may
lead
to
increased
market
volatility.
Global
economies
and
financial
markets
are
highly
interconnected,
which
increases
the
possibility
that
conditions
in
one
country
or
region
might
adversely
affect
issuers
in
another
country
or
region.
The
impact
of
these
and
other
factors
may
be
short-term
or
may
last
for
extended
periods.
Smaller-Capitalization
Stock
Risk
Small-
and
mid-sized
companies
are
subject
to
a
number
of
risks
not
associated
with
larger,
more
established
companies,
potentially
making
their
stock
prices
more
volatile
and
increasing
the
risk
of
loss.
Smaller
companies
may
have
limited
markets,
product
lines,
or
financial
resources
and
lack
management
experience
and
may
experience
higher
failure
rates
than
larger
companies.
Mid-Capitalization
Stock
Risk
— Mid-sized
companies
may
be
subject
to
a
number
of
risks
not
associated
with
larger,
more
established
companies,
potentially
making
their
stock
prices
more
volatile
and
increasing
the
risk
of
loss.
Large-Capitalization
Stock
Risk
The
securities
of
large-sized
companies
may
underperform
the
securities
of
smaller-sized
companies
or
the
market
as
a
whole.
The
growth
rate
of
larger,
more
established
companies
may
lag
those
of
smaller
companies,
especially
during
periods
of
economic
expansion.
Science
and
Technology
Investment Risk
— 
Investments
in
science
and
technology
companies
(including
those
within
the
health
care
sector)
may
be
highly
volatile.
Their
values
may
be
adversely
affected
by
such
factors
as,
for
example,
rapid
technological
change,
changes
in
management
personnel,
changes
in
the
competitive
environment,
and
changes
in
investor
sentiment.
Many
science
and
technology
companies
are
small
or
mid-sized
companies
and
may
be
newly
organized.
Sector Focus
Risk
— 
To
the
extent
the
Fund(s)
focus
in
one
or
more
sectors,
such
as
the
information
technology
sector
 market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund’s
(or
Funds’)
investments
and
could
make
the
Fund’s
(or
Funds’)
performance
more
volatile.
Information
Technology
Sector
Risk
Companies
in
the
information
technology
sector
face
intense
competition,
both
domestically
and
internationally.
These
companies
may
be
smaller
or
newer
and
may
have
limited
product
lines,
markets,
financial
resources,
or
personnel.
The
products
of
companies
in
the
information
technology
sector
may
face
product
obsolescence
due
to
rapid
technological
developments
and
frequent
new
product
introduction,
unpredictable
changes
in
growth
rates,
and
competition
for
the
services
of
qualified
personnel.
These
com-
panies
may
be
developing
or
marketing
new
products
or
services
for
which
markets
are
not
yet
established
and
may
never
become
established.
Health
Care
Sector
Risk
Companies
in
the
health
care
sector
may
be
adversely
affected
by
extensive
government
regulation,
restrictions
on
government
reimbursement
for
medical
expenses,
rising
or
falling
costs
of
medical
products
and
services,
pricing
pressure,
an
increased
emphasis
on
outpatient
services,
limited
number
of
products,
product
obsolescence,
industry
innovation,
changes
in
technologies,
and
other
market
developments.
Companies
in
the
health
care
sector
are
heavily
dependent
on
patent
protection
and
the
expiration
of
patents
may
ad-
versely
affect
these
companies.
Many
of
these
companies
are
subject
to
extensive
litigation
based
on
product
liability
and
similar
claims.
These
companies
are
subject
to
competitive
forces
that
may
make
it
difficult
to
raise
prices.
6.
Borrowing
and
Interfund
Lending:
Line
of
Credit:
The
Victory
Funds
Complex
participates
in
a
short-term
demand
note
“Line
of
Credit”
agreement
with
Citibank.
Under
the
agreement
with
Citibank,
the funds in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios
II,
and
Victory
Portfolios
III
(collectively,
the  “Victory
Funds
Complex”),
in
aggregate,
may
borrow
up
to
$600
million,
of
which
$300
million
is
committed
and
$300
million
is
uncommitted.
$40
million
of
the
Line
of
Credit
is
reserved
for
use
by
the
Victory
Floating
Rate
Fund,
another
series
of
the
Victory
Funds
Complex,
with
Victory
Floating
Rate
Fund
paying
the
related
commitment
fees
for
that
amount.
The
purpose
of
the
Line
of
Credit
is
to
meet
temporary
or
emergency
cash
needs.
For
the six
months
ended
June
30,
2025,
Citibank
received
an
annual
commitment
fee
of
0.15%
on
$300
million
for
providing
the
Line
of
Credit.
Each
Fund
in
the
Victory
Funds
Complex
paid
a
pro-rata
portion
of
the
commitment
fees
plus
any
interest
on
amounts
borrowed.
Interest
is
based
on
the
one-month Secured
Overnight
Financing
Rate
plus
1.10
percent.
Effective
June
24,
2025,
the
agreement
was
renewed
with
a
termination
date
of
June
22,
2026,
and
the
annual
commitment
fee
of
0.15%
remained
unchanged.
Dedicated
portions
to
the
Victory
Floating
Rate
Fund
have
been
removed,
making
the
entire
Line
of
Credit
(committed
and
uncommitted)
available
to
all
funds.
Interest
charged
to each
Fund during
the
period,
if
applicable,
is
reflected
on
the
Statements
of
Operations
under
Line
of
credit
fees.
The
Funds
had
no
borrowings
under the
Line
of
Credit
agreement
during
the
six
months
ended
June
30,
2025.
Interfund
Lending:
The
Trust
and
the
Adviser
rely
on
an
exemptive
order
granted
by
the
SEC
in
March
2017
(the
“Order”),
permitting
the
establishment
and
operation
of
an
Interfund
Lending
Facility
(the
“Facility”).
The
Facility
allows
each
Fund
to
directly
lend
and
borrow
money
to
or
from
any
other
fund
in
the
Victory
Funds
Complex
that
is
permitted
to
participate
in
the
Facility,
relying
upon
the
Order
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Advances
under
the
Facility
are
allowed
for
temporary
or
emergency
purposes,
including
the
meeting
of
redemption
requests
that
otherwise
might
require
the
untimely
disposition
of
securities,
and
are
subject
to
each
Fund’s
borrowing
restrictions.
The
interfund
loan
rate
is
determined,
as
specified
in
the
Order,
by
averaging
the
current
repurchase
agreement
rate
and
the
current
bank
loan
rate.
As
a
Borrower
(as
defined
in
the
Order),
interest
charged
to
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending
fees.
As
a
Lender
(as
defined
in
the
Order),
interest
earned
by
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending.
Under
the
terms
of
the
expense
limitation agreement, the Funds
have
agreed
to
repay
fees
and
expenses
that
were
waived
or
reimbursed
by
the
Adviser
for
a
period
of
up
to
three
years
(thirty-six
(36)
months)
after
the
waiver
or
reimbursement
took
place,
subject
to
the
lesser
of
any
operating
expense
limits
in
effect
at
the
time
of:
(a)
the
original
waiver
or
expense
reimbursement;
or
(b)
the
recoupment,
after
giving
effect
to
the
recoupment
amount.
The
Funds
have
not
recorded
any
amounts
available
to
be
repaid
to
the
Adviser
as
a
commitment
and
contingency
liability
due
to
an
assessment
that
such
repayments
are
not
probable
at
June
30,
2025.
For
the
six
months ended
June
30,
2025,
the
following
recoupment
amounts
were
paid
to
the
Adviser:
As
of June
30,
2025,
the
following amounts
are
available
to
be
repaid
to
the
Adviser
(amounts
in
thousands):
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 six
months
ended
June
30,
2025.
Certain
officers
and/or
interested
trustees
of
the
Funds
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
following
describes
the
principal
risks
that
you
may
assume
as
an
investor
in
each
Fund.
The
risk
descriptions
below
provide
a
more
detailed
explanation
of
the
principal
investment
risks.
The
Funds
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Equity
Securities
Risk
The
values
of
the
equity
securities
in
which
the
Fund(s)
invest(s)
may
decline
in
response
to
developments
affecting
individual
companies
and/or
general
market
economic,
and
political
conditions,
and
other
factors. A
company’s
earnings
or
dividends
may
not
increase
as
expected
due
to
poor
management
decisions,
competitive
pressures,
breakthroughs
in
technology,
reliance
on
suppliers,
labor
problems
or
shortages,
corporate
restructurings,
fraudulent
disclosures,
natural
disasters,
military
confrontations,
war,
terrorism,
public
health
crises,
or
other
events,
conditions,
and
factors. 
Price
changes
may
be
temporary
or
may
last
for
extended
periods.
General
Market
Risk
Overall
market
risks
may
affect
the
value
of
the
Fund(s).
Domestic
and
international
factors
such
as
political
events,
war,
terrorism,
trade
disputes,
inflation
rates,
interest
rate
levels,
and
other
fiscal
and
monetary
policy
changes;
cybersecurity
incidents,
pandemics,
and
other
public
health
crises,
imposition
of
tariffs,
sanctions
against
a
particular
foreign
country,
its
nationals,
businesses,
or
Amount
RS
Science
and
Technology
Fund
.........................................................................
$
—*
*
Rounds
to
less
than
$1
thousand.
Expires
2025
Expires
2026
Expires
2027
Expires
2028
Total
RS
Small
Cap
Growth
Fund
.................................
$
31
$
231
$
94
$
78
$
434
RS
Select
Growth
Fund
....................................
64
160
164
75
463
RS
Mid
Cap
Growth
Fund
..................................
138
202
223
105
668
RS
Growth
Fund
.........................................
99
227
249
122
697
RS
Science
and
Technology
Fund
.............................
4
22
25
11
62
RS
Small
Cap
Growth
Fund
RS
Select
Growth
Fund
RS
Mid
Cap
Growth
Fund
RS
Growth
Fund
RS
Science
&
Tech
Equity
Securities
Risk
x
x
x
x
x
General
Market
Risk
x
x
x
x
x
Smaller-Capitalization
Stock
Risk
x
x
x
Mid-Capitalization
Stock
Risk
x
x
Large-Capitalization
Stock
Risk
x
x
Science
and
Technology
Investment
Risk
x
Sector
Focus
Risk
x
x
x
x
x
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
50
(Unaudited)
The
average
borrowing
or
lending
for
the
days
outstanding
and
average
interest
rate
for
the
Funds
that
utilized
this
Facility
during
the
six
months
ended
June
30,
2025,
were
as
follows
(amounts
in
thousands):
*
Based
on
the
number
of
days
borrowings
were
outstanding
for
the
six
months
ended
June
30,
2025.
7.
Federal
Income
Tax
Information:
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
as
noted
in
the
table
below.
Distributable
net
realized
gains,
if
any,
are
declared
and
distributed
at
least
annually
from
each
Fund. 
The
amounts
of
dividends
from
net
investment
income
and
distributions
from
net
realized
gains
(collectively,
distributions
to
shareholders)
are
determined
in
accordance
with
federal
income
tax
regulations,
which
may
differ
from
GAAP.
To
the
extent
these
“book/tax”
differences
are
permanent
in
nature
(e.g.,
net
operating
loss
and
distribution
reclassification),
such
amounts
are
reclassified
within
the
components
of
net
assets
based
on
their
federal
tax-basis
treatment;
temporary
differences
(e.g.,
wash
sales)
do
not
require
reclassification.
To
the
extent
dividends
and
distributions
exceed
net
investment
income
and
net
realized
gains
for
tax
purposes,
they
are
reported
as
distributions
of
capital.
Net
investment
losses
incurred
by
the
Funds
may
be
reclassified
as
an
offset
to
capital
on
the
accompanying
Statements
of
Assets
and
Liabilities.
The
tax
character
of
current
year
distributions
paid
and
the
tax
basis
of
the
current
components
of
accumulated
earnings
(loss)
will
be
determined
at
the
end
of
the
current
tax
year.
As
of
the
tax
year
ended December
31,
2024,
the
following
Funds had
net
capital
loss
carryforwards as shown
in
the
table
below.
It
is
unlikely
that
the
Board
will
authorize
a
distribution
of
capital
gains
realized
in
the
future
until
the
capital
loss
carryforwards
have
been
used
(amounts
in
thousands):
8.
Segment
Reporting:
In
this
reporting
period,
the
Funds
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
each
Fund’s
financial
position
or
the
results
of
its
operations.
The
Adviser's
Management
Committee acts
as
each
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
Each
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
each
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
Fund’s
single
investment
objective.
The
financial
information
in
the
form
of
the
Funds’
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
each
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
each
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statements
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statements
of
Operations.
Borrower
or
Lender
Amount
Outstanding
at
June
30,
2025
Average
Borrowing*
Average
Interest
Rate*
Maximum
Borrowing
During
the
Period
RS
Small
Cap
Growth
Fund
........................
Borrower
$
$
2,104
4.88%
$
2,104
RS
Growth
Fund
................................
Borrower
2,468
4.86%
2,468
RS
Science
and
Technology
Fund
....................
Borrower
1,285
4.89%
1,285
Declared
Paid
RS
Small
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Select
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Mid
Cap
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Growth
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Science
and
Technology
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
Short-Term
Amount
Total
RS
Small
Cap
Growth
Fund
.............................................................
$
(198,570)
$
(198,570)
RS
Mid
Cap
Growth
Fund
..............................................................
(8,036)
(8,036)
RS
Science
and
Technology
Fund
.........................................................
(19,323)
(19,323)
Victory
Funds
P.O.
Box
182593
Columbus,
Ohio
43218-2593
Visit
our
website
at:
vcm.com
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
VPRSGF-SAR
(6/25)
June
30,
2025
Semi-Annual:
Full
Financials
Victory
RS
International
Fund
Victory
RS
Global
Fund
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TABLE
OF
CONTENTS
Victory
Portfolios
1
Schedules
of
Portfolio
Investments
(Form
N-CSR
Item
6)
Victory
RS
International
Fund
3
Victory
RS
Global
Fund
7
Financial
Statements
(Form
N-CSR
Item
7)
Statements
of
Assets
and
Liabilities
12
Statements
of
Operations
13
Statements
of
Changes
in
Net
Assets
14
Financial
Highlights
16
Notes
to
Financial
Statements
(Form
N-CSR
Item
7)
26
2
Call
Victory
at:
800-539-FUND
(800-539-3863)
Visit
our
website
at:
vcm.com
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
vcm.com
or
call
800-539-3863.
Read
it
carefully
before
you
invest
or
send
money.
The
information
in
this
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
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
International
Fund
3
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Common
Stocks
(95.8%)
Australia
(5.8%):
Consumer
Discretionary
(1.3%):
Aristocrat
Leisure
Ltd.
...................................................
150,668
$
6,454
Financials
(1.1%):
Macquarie
Group
Ltd.
...................................................
36,481
5,485
Health
Care
(0.7%):
CSL
Ltd.
.............................................................
23,694
3,742
Materials
(1.7%):
BHP
Group
Ltd.
........................................................
373,274
8,978
Real
Estate
(1.0%):
Scentre
Group
.........................................................
2,171,891
5,100
29,759
Austria
(1.1%):
Financials
(1.1%):
BAWAG
Group
AG
(a)
...................................................
42,087
5,381
Belgium
(1.2%):
Information
Technology
(0.6%):
Melexis
NV
(b)
.........................................................
33,826
2,883
Materials
(0.6%):
Solvay
SA
,
Class
A
.....................................................
86,553
2,998
5,881
Denmark
(2.5%):
Consumer
Discretionary
(0.8%):
Pandora
A/S
..........................................................
24,293
4,281
Health
Care
(1.7%):
Novo
Nordisk
A/S
,
Class
B
................................................
125,842
8,721
13,002
Finland
(1.2%):
Financials
(1.2%):
Nordea
Bank
Abp
.......................................................
408,263
6,057
France
(7.9%):
Consumer
Discretionary
(1.7%):
FDJ
UNITED
(a)
.......................................................
104,892
4,116
LVMH
Moet
Hennessy
Louis
Vuitton
SE
......................................
8,418
4,405
8,521
Consumer
Staples
(1.2%):
L'Oreal
SA
...........................................................
15,073
6,456
Energy
(0.6%):
Gaztransport
Et
Technigaz
SA
..............................................
14,677
2,903
Industrials
(3.1%):
Rexel
SA
.............................................................
176,898
5,455
Safran
SA
............................................................
31,500
10,272
15,727
Information
Technology
(0.5%):
Capgemini
SE
.........................................................
15,398
2,636
Materials
(0.8%):
Arkema
SA
...........................................................
55,696
4,112
40,355
Germany
(10.1%):
Communication
Services
(0.9%):
CTS
Eventim
AG
&
Co.
KGaA
.............................................
35,960
4,471
Consumer
Discretionary
(0.8%):
Volkswagen
AG
,
Preference
Shares
..........................................
40,655
4,297
Victory
Portfolios
Victory
RS
International
Fund
4
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Financials
(2.7%):
Allianz
SE
,
Registered
Shares
..............................................
33,325
$
13,522
Industrials
(2.2%):
Siemens
AG
,
Registered
Shares
.............................................
43,147
11,081
Information
Technology
(2.6%):
SAP
SE
..............................................................
44,134
13,494
Utilities
(0.9%):
RWE
AG
.............................................................
111,300
4,650
51,515
Hong
Kong
(2.8%):
Financials
(1.7%):
AIA
Group
Ltd.
........................................................
971,600
8,801
Real
Estate
(1.1%):
CK
Asset
Holdings
Ltd.
..................................................
1,204,500
5,323
14,124
Ireland
(0.6%):
Materials
(0.6%):
James
Hardie
Industries
PLC
(c)
............................................
114,968
3,087
Italy
(2.2%):
Financials
(1.0%):
Banco
BPM
SpA
.......................................................
439,863
5,134
Utilities
(1.2%):
Enel
SpA
.............................................................
662,290
6,285
11,419
Japan
(20.4%):
Communication
Services
(2.2%):
Capcom
Co.
Ltd.
.......................................................
182,700
6,240
Kakaku.com,
Inc.
.......................................................
260,700
4,835
11,075
Consumer
Discretionary
(2.5%):
Toyota
Motor
Corp.
.....................................................
520,600
8,967
ZOZO,
Inc.
...........................................................
363,100
3,924
12,891
Consumer
Staples
(0.6%):
Toyo
Suisan
Kaisha
Ltd.
..................................................
44,700
2,971
Financials
(3.1%):
Mizuho
Financial
Group,
Inc.
..............................................
282,300
7,837
Tokio
Marine
Holdings,
Inc.
...............................................
194,400
8,240
16,077
Health
Care
(2.3%):
Hoya
Corp.
...........................................................
52,300
6,212
Shionogi
&
Co.
Ltd.
.....................................................
296,600
5,340
11,552
Industrials
(5.3%):
Fuji
Electric
Co.
Ltd.
....................................................
99,900
4,601
MISUMI
Group,
Inc.
....................................................
153,900
2,056
Mitsubishi
Heavy
Industries
Ltd.
............................................
388,700
9,728
Nippon
Yusen
KK
......................................................
104,300
3,753
Sanwa
Holdings
Corp.
...................................................
208,700
6,922
27,060
Information
Technology
(3.5%):
Disco
Corp.
...........................................................
20,800
6,163
Fujitsu
Ltd.
...........................................................
264,000
6,405
Oracle
Corp.
..........................................................
45,400
5,412
17,980
Victory
Portfolios
Victory
RS
International
Fund
5
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Real
Estate
(0.9%):
Sumitomo
Realty
&
Development
Co.
Ltd.
....................................
119,200
$
4,604
104,210
Netherlands
(6.3%):
Communication
Services
(1.1%):
Koninklijke
KPN
NV
....................................................
1,181,716
5,764
Financials
(2.0%):
ING
Groep
NV
........................................................
455,288
9,978
Industrials
(1.3%):
Wolters
Kluwer
NV
.....................................................
40,070
6,700
Information
Technology
(1.9%):
ASM
International
NV
...................................................
8,372
5,370
ASML
Holding
NV
.....................................................
5,359
4,294
9,664
32,106
New
Zealand
(0.7%):
Health
Care
(0.7%):
Fisher
&
Paykel
Healthcare
Corp.
Ltd.
........................................
152,914
3,357
Norway
(1.5%):
Industrials
(1.5%):
Kongsberg
Gruppen
ASA
.................................................
194,911
7,562
Singapore
(0.9%):
Financials
(0.9%):
Singapore
Exchange
Ltd.
.................................................
401,000
4,697
Spain
(3.4%):
Financials
(2.2%):
Banco
Bilbao
Vizcaya
Argentaria
SA
.........................................
732,042
11,271
Industrials
(1.2%):
Aena
SME
SA
(a)
.......................................................
223,814
5,973
17,244
Sweden
(1.6%):
Consumer
Staples
(0.2%):
Essity
AB
,
Class
B
......................................................
39,837
1,104
Industrials
(1.4%):
Atlas
Copco
AB
,
Class
B
.................................................
486,311
6,924
8,028
Switzerland
(11.0%):
Consumer
Staples
(3.5%):
Coca-Cola
HBC
AG
.....................................................
130,086
6,795
Nestle
SA
,
Registered
Shares
..............................................
108,897
10,832
17,627
Financials
(1.7%):
Partners
Group
Holding
AG
...............................................
2,534
3,317
UBS
Group
AG
........................................................
154,300
5,241
8,558
Health
Care
(5.1%):
Novartis
AG
,
Registered
Shares
.............................................
109,645
13,314
Roche
Holding
AG
......................................................
39,610
12,935
26,249
Information
Technology
(0.7%):
Logitech
International
SA
,
Class
R
..........................................
39,256
3,562
55,996
United
Kingdom
(14.6%):
Communication
Services
(0.9%):
Auto
Trader
Group
PLC
(a)
................................................
396,932
4,495
Victory
Portfolios
Victory
RS
International
Fund
6
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Consumer
Discretionary
(1.6%):
Greggs
PLC
...........................................................
128,520
$
3,388
Next
PLC
............................................................
28,151
4,807
8,195
Consumer
Staples
(2.9%):
Imperial
Brands
PLC
....................................................
211,843
8,369
Unilever
PLC
.........................................................
109,209
6,663
15,032
Energy
(2.5%):
BP
PLC
..............................................................
514,499
2,563
Shell
PLC
............................................................
286,570
9,996
12,559
Financials
(4.6%):
Barclays
PLC
.........................................................
2,491,963
11,513
HSBC
Holdings
PLC
....................................................
973,492
11,774
23,287
Materials
(1.2%):
Rio
Tinto
PLC
.........................................................
104,697
6,093
Utilities
(0.9%):
Centrica
PLC
..........................................................
2,196,934
4,874
74,535
Total
Common
Stocks
(Cost
$350,319)
488,315
Exchange-Traded
Funds
(0.0%)(d)
United
States
(0.0%):(d)
iShares
MSCI
EAFE
ETF
.................................................
2,721
243
Total
Exchange-Traded
Funds
(Cost
$180)
243
Collateral
for
Securities
Loaned
(0.0%)^(d)
United
States
(0.0%):(d)
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(e)
........
7,437
8
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(e)
............
7,437
7
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(e)
...............
7,437
8
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(e)
.
7,437
7
Total
Collateral
for
Securities
Loaned
(Cost
$30)
30
Total
Investments
(Cost
$350,529)
95.8%
488,588
Other
assets
in
excess
of
liabilities
4.2%
21,122
NET
ASSETS
-
100.00%
$
509,710
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$19,965
(thousands)
and
amounted
to
3.9%
of
net
assets.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Non-income
producing
security.
(d)
Amount
represents
less
than
0.05%
of
net
assets.
(e)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ETF
Exchange-Traded
Fund
PLC
Public
Limited
Company
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
RS
Global
Fund
7
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Common
Stocks
(96.6%)
Australia
(1.4%):
Consumer
Discretionary
(0.9%):
Aristocrat
Leisure
Ltd.
...................................................
337,324
$
14,449
Health
Care
(0.5%):
CSL
Ltd.
.............................................................
45,596
7,201
21,650
Austria
(0.9%):
Financials
(0.9%):
BAWAG
Group
AG(a)
...................................................
101,957
13,037
Belgium
(1.1%):
Information
Technology
(0.6%):
Melexis
NV(b)
.........................................................
109,342
9,319
Materials
(0.5%):
Solvay
SA,
Class
A
.....................................................
212,533
7,361
16,680
Canada
(3.3%):
Consumer
Staples
(0.8%):
George
Weston
Ltd.
.....................................................
59,188
11,872
Information
Technology
(1.0%):
Constellation
Software,
Inc.
...............................................
4,369
16,022
Materials
(1.1%):
Agnico
Eagle
Mines
Ltd.
.................................................
136,869
16,309
Utilities
(0.4%):
Atco
Ltd.,
Class
I
.......................................................
158,803
5,922
50,125
China
(2.3%):
Communication
Services
(1.0%):
Tencent
Holdings
Ltd.
...................................................
241,800
15,581
Consumer
Staples
(0.4%):
Foshan
Haitian
Flavouring
&
Food
Co.
Ltd.,
Class
A
..............................
1,176,242
6,392
Financials
(0.9%):
Industrial
&
Commercial
Bank
of
China
Ltd.,
Class
H
.............................
16,536,000
13,131
35,104
Denmark
(0.6%):
Consumer
Discretionary
(0.6%):
Pandora
A/S
..........................................................
49,725
8,763
France
(2.1%):
Consumer
Discretionary
(0.5%):
FDJ
UNITED(a)
.......................................................
192,547
7,555
Energy
(0.7%):
Gaztransport
Et
Technigaz
SA
..............................................
55,008
10,880
Industrials
(0.9%):
Rexel
SA
.............................................................
424,688
13,097
31,532
Germany
(0.7%):
Industrials
(0.7%):
Siemens
AG,
Registered
Shares
.............................................
39,734
10,205
Indonesia
(0.5%):
Communication
Services
(0.5%):
PT
Telkom
Indonesia
Persero
Tbk
...........................................
49,085,600
8,400
Ireland
(1.0%):
Industrials
(1.0%):
Eaton
Corp.
PLC
.......................................................
44,882
16,022
Victory
Portfolios
Victory
RS
Global
Fund
8
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Italy
(0.8%):
Utilities
(0.8%):
Enel
SpA
.............................................................
1,222,193
$
11,598
Japan
(4.6%):
Communication
Services
(0.8%):
Kakaku.com,
Inc.
.......................................................
682,800
12,663
Consumer
Discretionary
(0.5%):
ZOZO,
Inc.
...........................................................
684,000
7,391
Consumer
Staples
(0.5%):
Toyo
Suisan
Kaisha
Ltd.
..................................................
117,600
7,817
Financials
(0.8%):
Mizuho
Financial
Group,
Inc.
..............................................
454,200
12,610
Health
Care
(0.4%):
Hoya
Corp.
...........................................................
46,000
5,464
Industrials
(0.4%):
Fuji
Electric
Co.
Ltd.
....................................................
116,400
5,361
Information
Technology
(1.2%):
Disco
Corp.
...........................................................
23,100
6,844
Oracle
Corp.
..........................................................
101,500
12,099
18,943
70,249
Netherlands
(0.6%):
Information
Technology
(0.6%):
ASM
International
NV
...................................................
13,290
8,524
New
Zealand
(0.5%):
Health
Care
(0.5%):
Fisher
&
Paykel
Healthcare
Corp.
Ltd.
........................................
354,478
7,783
Norway
(0.8%):
Industrials
(0.8%):
Kongsberg
Gruppen
ASA
.................................................
321,444
12,472
Singapore
(1.2%):
Financials
(1.2%):
Singapore
Exchange
Ltd.
.................................................
1,532,100
17,944
South
Africa
(0.6%):
Consumer
Discretionary
(0.6%):
Mr
Price
Group
Ltd.
.....................................................
705,028
8,843
Spain
(1.8%):
Financials
(1.2%):
Banco
Bilbao
Vizcaya
Argentaria
SA
.........................................
1,131,856
17,426
Industrials
(0.6%):
Aena
SME
SA(a)
.......................................................
358,590
9,571
26,997
Sweden
(1.0%):
Consumer
Staples
(0.4%):
Essity
AB,
Class
B
......................................................
201,710
5,588
Industrials
(0.6%):
Atlas
Copco
AB,
Class
B
.................................................
678,877
9,666
15,254
Switzerland
(3.5%):
Consumer
Staples
(1.1%):
Nestle
SA,
Registered
Shares
..............................................
168,168
16,728
Financials
(1.2%):
Chubb
Ltd.
...........................................................
28,133
8,151
Victory
Portfolios
Victory
RS
Global
Fund
9
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Partners
Group
Holding
AG
...............................................
8,530
$
11,165
19,316
Health
Care
(1.2%):
Roche
Holding
AG
......................................................
54,514
17,802
53,846
Taiwan
(3.6%):
Financials
(1.0%):
Cathay
Financial
Holding
Co.
Ltd.
...........................................
7,245,000
15,598
Information
Technology
(2.6%):
ASE
Technology
Holding
Co.
Ltd.
...........................................
1,369,000
6,869
Lite-On
Technology
Corp.
................................................
1,488,000
5,642
Taiwan
Semiconductor
Manufacturing
Co.
Ltd.
.................................
734,000
26,846
39,357
54,955
United
Kingdom
(3.6%):
Consumer
Discretionary
(1.3%):
Greggs
PLC
...........................................................
263,574
6,949
Next
PLC
............................................................
78,070
13,331
20,280
Consumer
Staples
(0.8%):
Imperial
Brands
PLC
....................................................
326,720
12,907
Financials
(0.8%):
HSBC
Holdings
PLC
....................................................
966,195
11,685
Materials
(0.7%):
Rio
Tinto
PLC
.........................................................
173,444
10,093
54,965
United
States
(60.1%):
Communication
Services
(6.8%):
Alphabet,
Inc.,
Class
C
...................................................
212,475
37,691
Meta
Platforms,
Inc.,
Class
A
..............................................
58,150
42,920
Netflix,
Inc.(c)
.........................................................
17,516
23,456
104,067
Consumer
Discretionary
(6.5%):
Amazon.com,
Inc.(c)
....................................................
162,132
35,570
Booking
Holdings,
Inc.
...................................................
3,056
17,692
McDonald's
Corp.
......................................................
77,463
22,632
PulteGroup,
Inc.
........................................................
93,319
9,842
Tesla,
Inc.(c)
..........................................................
41,736
13,258
98,994
Consumer
Staples
(2.1%):
Colgate-Palmolive
Co.
...................................................
218,795
19,889
PepsiCo,
Inc.
..........................................................
96,570
12,751
32,640
Energy
(2.3%):
APA
Corp.
............................................................
461,037
8,432
ConocoPhillips
Co.
.....................................................
71,627
6,428
Exxon
Mobil
Corp.
.....................................................
189,245
20,401
35,261
Financials
(9.1%):
Bank
of
America
Corp.
...................................................
319,719
15,129
Jackson
Financial,
Inc.,
Class
A
.............................................
89,313
7,930
JPMorgan
Chase
&
Co.
..................................................
83,909
24,326
Mastercard,
Inc.,
Class
A
.................................................
46,536
26,150
S&P
Global,
Inc.
.......................................................
42,985
22,666
Synchrony
Financial
.....................................................
157,867
10,536
The
PNC
Financial
Services
Group,
Inc.
......................................
64,413
12,008
Victory
Portfolios
Victory
RS
Global
Fund
10
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Unum
Group
..........................................................
249,466
$
20,147
138,892
Health
Care
(6.2%):
Align
Technology,
Inc.(c)
.................................................
27,874
5,277
Amgen,
Inc.
...........................................................
40,302
11,253
Eli
Lilly
&
Co.
.........................................................
27,451
21,399
Gilead
Sciences,
Inc.
....................................................
94,461
10,473
IDEXX
Laboratories,
Inc.(c)
...............................................
26,134
14,017
Johnson
&
Johnson
.....................................................
134,700
20,575
UnitedHealth
Group,
Inc.
.................................................
35,590
11,103
94,097
Industrials
(4.3%):
Caterpillar,
Inc.
........................................................
48,464
18,814
Curtiss-Wright
Corp.
....................................................
37,892
18,512
Delta
Air
Lines,
Inc.
.....................................................
189,467
9,318
Lennox
International,
Inc.
.................................................
16,303
9,345
Vertiv
Holdings
Co.,
Class
A
...............................................
78,566
10,089
66,078
Information
Technology
(19.7%):
Adobe,
Inc.(c)
.........................................................
39,183
15,159
Apple,
Inc.
...........................................................
310,283
63,661
Broadcom,
Inc.
........................................................
41,903
11,550
Cisco
Systems,
Inc.
.....................................................
342,615
23,771
Fortinet,
Inc.(c)
........................................................
164,353
17,375
Microsoft
Corp.
........................................................
145,753
72,499
NVIDIA
Corp.
.........................................................
501,935
79,300
Texas
Instruments,
Inc.
...................................................
79,092
16,421
299,736
Materials
(0.4%):
Alcoa
Corp.
...........................................................
216,587
6,391
Real
Estate
(1.6%):
Prologis,
Inc.
..........................................................
96,603
10,155
Simon
Property
Group,
Inc.
...............................................
84,321
13,555
23,710
Utilities
(1.1%):
Constellation
Energy
Corp.
................................................
28,362
9,154
Vistra
Corp.
...........................................................
41,368
8,018
17,172
917,038
Total
Common
Stocks
(Cost
$1,079,642)
1,471,986
Warrants
(0.0%)
Canada
(0.0%):
Information
Technology
(0.0%):
Constellation
Software,
Inc.,
expiring
3/31/40(c)(d)
..............................
3,376
Total
Warrants
(Cost
$–)
Exchange-Traded
Funds
(1.0%)
United
States
(1.0%):
iShares
MSCI
ACWI
ETF
.................................................
116,130
14,934
Total
Exchange-Traded
Funds
(Cost
$13,850)
14,934
Collateral
for
Securities
Loaned
(0.8%)^
United
States
(0.8%):
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares,
4.23%(e)
........
2,956,889
2,957
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares,
4.27%(e)
............
2,956,889
2,957
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares,
4.29%(e)
...............
2,956,889
2,957
Victory
Portfolios
Victory
RS
Global
Fund
11
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Shares
Value
(000)
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares,
4.24%(e)
.
2,956,889
$
2,957
Total
Collateral
for
Securities
Loaned
(Cost
$11,828)
11,828
Total
Investments
(Cost
$1,105,320)
98.4%
1,498,748
Other
assets
in
excess
of
liabilities
1.6%
25,783
NET
ASSETS
-
100.00%
$
1,524,531
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$30,163
(thousands)
and
amounted
to
2.0%
of
net
assets.
(b)
All
or
a
portion
of
this
security
is
on
loan.
(c)
Non-income
producing
security.
(d)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.0%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(e)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ETF
Exchange-Traded
Fund
PLC
Public
Limited
Company
Statements
of
Assets
and
Liabilities
June
30,
2025
12
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
RS
International
Fund
Victory
RS
Global
Fund
Assets:
Investments,
at
value
(Cost
$350,529
and
$1,105,320)
$
488,588‌
(a)
$
1,498,748‌
(b)
Foreign
currency,
at
value
(Cost
$263
and
$311)
264‌
312‌
Cash
16,141‌
35,158‌
Receivables:
Dividends,
interest,
and
securities
lending
income
224‌
1,228‌
Capital
shares
issued
2,632‌
1,271‌
From
Adviser
87‌
503‌
Reclaims
2,320‌
1,051‌
Prepaid
expenses
45‌
88‌
Total
Assets
510,301‌
1,538,359‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
30‌
11,828‌
Capital
shares
redeemed
123‌
931‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
322‌
714‌
Administration
fees
22‌
65‌
Custodian
fees
16‌
36‌
Transfer
agent
fees
2‌
6‌
Sub-Transfer
agent
fees
24‌
148‌
Compliance
fees
—‌
(c)
1‌
Trustees'
fees
—‌
(c)
—‌
(c)
12b-1
fees
5‌
32‌
Other
accrued
expenses
47‌
67‌
Total
Liabilities
591‌
13,828‌
Commitments
and
contingencies
(Note
5
)
Net
Assets:
Capital
366,085‌
1,145,905‌
Total
accumulated
earnings
(loss)
143,625‌
378,626‌
Net
Assets
$
509,710‌
$
1,524,531‌
Net
Assets:
Class
A
$
35,208‌
$
233,350‌
Class
C
3,672‌
15,638‌
Class
R
1,784‌
9,477‌
Class
R6
343,704‌
228,710‌
Class
Y
125,342‌
1,037,356‌
Total
$
509,710‌
$
1,524,531‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
1,994‌
9,012‌
Class
C
305‌
632‌
Class
R
109‌
290‌
Class
R6
24,098‌
12,076‌
Class
Y
7,203‌
40,284‌
Total
33,709‌
62,294‌
Net
asset
value,
offering
and
redemption
price
per
share:
(d)
Class
A
$
17
.65‌
$
25
.89‌
Class
C(e)
12
.04‌
24
.75‌
Class
R
16
.32‌
32
.72‌
Class
R6
14
.26‌
18
.94‌
Class
Y
17
.40‌
25
.75‌
Maximum
Sales
Charge
Class
A
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
$
18
.73‌
$
27
.47‌
(a)
Includes
$28
thousand
of
securities
on
loan.
(b)
Includes
$8,892
thousand
of
securities
on
loan.
(c)
Rounds
to
less
than
$1
thousand.
(d)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(e)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
13
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
RS
International
Fund
Victory
RS
Global
Fund
Investment
Income:
Dividends
$
10,892‌
$
16,689‌
Interest
158‌
583‌
Securities
lending
(net
of
fees)
12‌
33‌
Foreign
tax
withholding
(
1,275‌
)
(
1,376‌
)
Total
Income
9,787‌
15,929‌
Expenses:
Investment
advisory
fees
1,802‌
3,930‌
Administration
fees
122‌
354‌
Sub-Administration
fees
8‌
8‌
12b-1
fees
Class
A
39‌
268‌
12b-1
fees
Class
C
16‌
73‌
12b-1
fees
Class
R
4‌
20‌
Custodian
fees
28‌
66‌
Transfer
agent
fees
Class
A
6‌
9‌
Transfer
agent
fees
Class
C
—‌
(a)
1‌
Transfer
agent
fees
Class
R
—‌
(a)
1‌
Transfer
agent
fees
Class
R6
—‌
(a)
5‌
Transfer
agent
fees
Class
Y
—‌
(a)
2‌
Sub-Transfer
agent
fees
Class
A
15‌
158‌
Sub-Transfer
agent
fees
Class
C
2‌
9‌
Sub-Transfer
agent
fees
Class
R
1‌
5‌
Sub-Transfer
agent
fees
Class
Y
54‌
453‌
Trustees'
fees
12‌
32‌
Compliance
fees
2‌
5‌
Legal
and
audit
fees
24‌
45‌
State
registration
and
filing
fees
27‌
49‌
Other
expenses
45‌
65‌
Total
Expenses
2,207‌
5,558‌
Expenses
waived/reimbursed
by
Adviser
(
241‌
)
(
1,318‌
)
Net
Expenses
1,966‌
4,240‌
Net
Investment
Income
(Loss)
7,821‌
11,689‌
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
7,802‌
(
5,227‌
)
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
and
foreign
currency
translations
65,024‌
78,885‌
Net
realized/unrealized
gains
(losses)
on
investments
72,826‌
73,658‌
Change
in
net
assets
resulting
from
operations
$
80,647‌
$
85,347‌
(a)
Rounds
to
less
than
$1
thousand.
14
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
RS
International
Fund
Victory
RS
Global
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
7,821‌
$
8,719‌
$
11,689‌
$
13,375‌
Net
realized
gains
(losses)
7,802‌
10,218‌
(
5,227‌
)
7,859‌
Net
change
in
unrealized
appreciation/depreciation
65,024‌
2,255‌
78,885‌
157,038‌
Change
in
net
assets
resulting
from
operations
80,647‌
21,192‌
85,347‌
178,272‌
Distributions
to
Shareholders:
Class
A
—‌
(
510‌
)
—‌
(
1,986‌
)
Class
C
—‌
(
60‌
)
—‌
(
70‌
)
Class
R
—‌
(
25‌
)
—‌
(
41‌
)
Class
R6
—‌
(
7,270‌
)
—‌
(
4,398‌
)
Class
Y
—‌
(
2,000‌
)
—‌
(
8,141‌
)
Change
in
net
assets
resulting
from
distributions
to
shareholders
—‌
(
9,865‌
)
—‌
(
14,636‌
)
Change
in
net
assets
resulting
from
capital
transactions
12,644‌
42,767‌
221,308‌
298,107‌
Change
in
net
assets
93,291‌
54,094‌
306,655‌
461,743‌
Net
Assets:
Beginning
of
period
416,419‌
362,325‌
1,217,876‌
756,133‌
End
of
period
$
509,710‌
$
416,419‌
$
1,524,531‌
$
1,217,876‌
15
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
RS
International
Fund
Victory
RS
Global
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
4,785‌
$
8,275‌
$
44,215‌
$
120,903‌
Distributions
reinvested
—‌
503‌
—‌
1,986‌
Cost
of
shares
redeemed
(
3,461‌
)
(
4,318‌
)
(
33,015‌
)
(
35,964‌
)
Total
Class
A
$
1,324‌
$
4,460‌
$
11,200‌
$
86,925‌
Class
C
Proceeds
from
shares
issued
$
196‌
$
419‌
$
2,112‌
$
6,965‌
Distributions
reinvested
—‌
60‌
—‌
70‌
Cost
of
shares
redeemed
(
93‌
)
(
185‌
)
(
1,712‌
)
(
588‌
)
Total
Class
C
$
103‌
$
294‌
$
400‌
$
6,447‌
Class
R
Proceeds
from
shares
issued
$
74‌
$
162‌
$
1,188‌
$
2,196‌
Distributions
reinvested
—‌
25‌
—‌
41‌
Cost
of
shares
redeemed
(
36‌
)
(
342‌
)
(
104‌
)
(
1,164‌
)
Total
Class
R
$
38‌
$
(
155‌
)
$
1,084‌
$
1,073‌
Class
R6
Proceeds
from
shares
issued
$
15,640‌
$
8,813‌
$
67,364‌
$
111,683‌
Distributions
reinvested
—‌
7,254‌
—‌
4,256‌
Cost
of
shares
redeemed
(
13,974‌
)
(
3,482‌
)
(
126,028‌
)
(
143,553‌
)
Total
Class
R6
$
1,666‌
$
12,585‌
$
(
58,664‌
)
$
(
27,614‌
)
Class
Y
Proceeds
from
shares
issued
$
33,572‌
$
37,322‌
$
383,650‌
$
344,543‌
Distributions
reinvested
—‌
1,998‌
—‌
8,101‌
Cost
of
shares
redeemed
(
24,059‌
)
(
13,737‌
)
(
116,362‌
)
(
121,368‌
)
Total
Class
Y
$
9,513‌
$
25,583‌
$
267,288‌
$
231,276‌
Change
in
net
assets
resulting
from
capital
transactions
$
12,644‌
$
42,767‌
$
221,308‌
$
298,107‌
Share
Transactions:
Class
A
Issued
298‌
554‌
1,814‌
5,249‌
Reinvested
—‌
34‌
—‌
82‌
Redeemed
(
213‌
)
(
284‌
)
(
1,375‌
)
(
1,549‌
)
Total
Class
A
85‌
304‌
439‌
3,782‌
Class
C
Issued
18‌
41‌
92‌
314‌
Reinvested
—‌
6‌
—‌
3‌
Redeemed
(
9‌
)
(
18‌
)
(
75‌
)
(
26‌
)
Total
Class
C
9‌
29‌
17‌
291‌
Class
R
Issued
4‌
12‌
39‌
75‌
Reinvested
—‌
2‌
—‌
1‌
Redeemed
(
2‌
)
(
24‌
)
(
3‌
)
(
40‌
)
Total
Class
R
2‌
(
10‌
)
36‌
36‌
Class
R6
Issued
1,192‌
697‌
3,811‌
6,598‌
Reinvested
—‌
608‌
—‌
239‌
Redeemed
(
1,058‌
)
(
287‌
)
(
7,074‌
)
(
7,933‌
)
Total
Class
R6
134‌
1,018‌
(
3,263‌
)
(
1,096‌
)
Class
Y
Issued
2,059‌
2,552‌
15,743‌
14,903‌
Reinvested
—‌
137‌
—‌
335‌
Redeemed
(
1,537‌
)
(
911‌
)
(
4,875‌
)
(
5,268‌
)
Total
Class
Y
522‌
1,778‌
10,868‌
9,970‌
Change
in
Shares
752‌
3,119‌
8,097‌
12,983‌
Victory
Portfolios
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
16
See
notes
to
financial
statements.
Victory
RS
International
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$14.81
$14.31
$12.17
$14.76
$13.49
$12.93
Investment
Activities:
Net
investment
income
(loss)(a)
0.26
0.28
0.24
0.32
0.27
0.21
Net
realized
and
unrealized
gains
(losses)
2.58
0.49
2.17
(2.66)
1.62
0.51
Total
from
Investment
Activities
2.84
0.77
2.41
(2.34)
1.89
0.72
Distributions
to
Shareholders
from:
Net
investment
income
(0.27)
(0.27)
(0.22)
(0.25)
(0.13)
Net
realized
gains
(0.03)
(0.37)
(0.03)
Total
Distributions
(0.27)
(0.27)
(0.25)
(0.62)
(0.16)
Net
Asset
Value,
End
of
Period
$17.65
$14.81
$14.31
$12.17
$14.76
$13.49
Total
Return(b)(c)
19.18%
5.39%
19.82%
(15.89)%
14.05%
5.55%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.13%
1.13%
1.13%
1.13%
1.13%
1.13%
Net
Investment
Income
(Loss)(d)
3.25%
1.83%
1.82%
2.53%
1.80%
1.79%
Gross
Expenses(d)(e)
1.33%
1.38%
1.41%
1.41%
1.40%
1.47%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$35,208
$28,266
$22,958
$20,077
$25,555
$24,010
Portfolio
Turnover(b)(f)
13%
19%
24%
29%
43%
52%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
17
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
International
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$10.14
$9.89
$8.50
$10.45
$9.72
$9.36
Investment
Activities:
Net
investment
income
(loss)(a)
0.14
0.12
0.10
0.14
0.11
0.10
Net
realized
and
unrealized
gains
(losses)
1.76
0.34
1.50
(1.86)
1.17
0.34
Total
from
Investment
Activities
1.90
0.46
1.60
(1.72)
1.28
0.44
Distributions
to
Shareholders
from:
Net
investment
income
(0.21)
(0.21)
(0.20)
(0.18)
(0.05)
Net
realized
gains
(0.03)
(0.37)
(0.03)
Total
Distributions
(0.21)
(0.21)
(0.23)
(0.55)
(0.08)
Net
Asset
Value,
End
of
Period
$12.04
$10.14
$9.89
$8.50
$10.45
$9.72
Total
Return(b)(c)
18.74%
4.62%
18.88%
(16.50)%
13.24%
4.76%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.88%
1.88%
1.88%
1.88%
1.88%
1.88%
Net
Investment
Income
(Loss)(d)
2.47%
1.12%
1.05%
1.61%
1.03%
1.14%
Gross
Expenses(d)(e)
2.34%
2.53%
2.51%
3.00%
3.07%
3.07%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$3,672
$2,997
$2,638
$1,967
$1,147
$1,241
Portfolio
Turnover(b)(f)
13%
19%
24%
29%
43%
52%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
18
See
notes
to
financial
statements.
Victory
RS
International
Fund
Class
R
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$13.70
$13.26
$11.30
$13.73
$12.58
$12.07
Investment
Activities:
Net
investment
income
(loss)(a)
0.22
0.24
0.19
0.26
0.22
0.18
Net
realized
and
unrealized
gains
(losses)
2.40
0.43
2.01
(2.47)
1.51
0.45
Total
from
Investment
Activities
2.62
0.67
2.20
(2.21)
1.73
0.63
Distributions
to
Shareholders
from:
Net
investment
income
(0.23)
(0.24)
(0.19)
(0.21)
(0.09)
Net
realized
gains
(0.03)
(0.37)
(0.03)
Total
Distributions
(0.23)
(0.24)
(0.22)
(0.58)
(0.12)
Net
Asset
Value,
End
of
Period
$16.32
$13.70
$13.26
$11.30
$13.73
$12.58
Total
Return(b)(c)
19.12%
5.09%
19.49%
(16.09)%
13.85%
5.21%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.38%
1.38%
1.38%
1.38%
1.38%
1.38%
Net
Investment
Income
(Loss)(d)
2.97%
1.67%
1.54%
2.24%
1.58%
1.60%
Gross
Expenses(d)(e)
2.26%
2.51%
2.39%
2.30%
2.16%
2.24%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,784
$1,463
$1,552
$1,653
$1,959
$1,998
Portfolio
Turnover(b)(f)
13%
19%
24%
29%
43%
52%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
19
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
International
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$11.95
$11.60
$9.91
$12.07
$11.14
$10.70
Investment
Activities:
Net
investment
income
(loss)(a)
0.23
0.27
0.23
0.29
0.25
0.20
Net
realized
and
unrealized
gains
(losses)
2.08
0.39
1.77
(2.17)
1.34
0.43
Total
from
Investment
Activities
2.31
0.66
2.00
(1.88)
1.59
0.63
Distributions
to
Shareholders
from:
Net
investment
income
(0.31)
(0.31)
(0.25)
(0.29)
(0.16)
Net
realized
gains
(0.03)
(0.37)
(0.03)
Total
Distributions
(0.31)
(0.31)
(0.28)
(0.66)
(0.19)
Net
Asset
Value,
End
of
Period
$14.26
$11.95
$11.60
$9.91
$12.07
$11.14
Total
Return(b)(c)
19.33%
5.70%
20.17%
(15.57)%
14.32%
5.90%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.83%
0.83%
0.83%
0.83%
0.83%
0.83%
Net
Investment
Income
(Loss)(d)
3.52%
2.16%
2.13%
2.80%
2.06%
2.03%
Gross
Expenses(d)(e)
0.91%
0.92%
0.92%
0.92%
0.91%
0.93%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$343,704
$286,296
$266,101
$245,239
$296,211
$251,586
Portfolio
Turnover(b)(f)
13%
19%
24%
29%
43%
52%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
20
See
notes
to
financial
statements.
Victory
RS
International
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$14.58
$14.09
$11.98
$14.54
$13.29
$12.74
Investment
Activities:
Net
investment
income
(loss)(a)
0.27
0.32
0.27
0.35
0.30
0.25
Net
realized
and
unrealized
gains
(losses)
2.55
0.48
2.14
(2.63)
1.60
0.49
Total
from
Investment
Activities
2.82
0.80
2.41
(2.28)
1.90
0.74
Distributions
to
Shareholders
from:
Net
investment
income
(0.31)
(0.30)
(0.25)
(0.28)
(0.16)
Net
realized
gains
(0.03)
(0.37)
(0.03)
Total
Distributions
(0.31)
(0.30)
(0.28)
(0.65)
(0.19)
Net
Asset
Value,
End
of
Period
$17.40
$14.58
$14.09
$11.98
$14.54
$13.29
Total
Return(b)(c)
19.34%
5.65%
20.15%
(15.71)%
14.38%
5.80%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.88%
0.88%
0.88%
0.88%
0.88%
0.88%
Net
Investment
Income
(Loss)(d)
3.42%
2.12%
2.08%
2.85%
2.02%
2.11%
Gross
Expenses(d)(e)
1.03%
1.05%
1.05%
1.05%
1.02%
1.09%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$125,342
$97,397
$69,075
$66,799
$112,511
$102,803
Portfolio
Turnover(b)(f)
13%
19%
24%
29%
43%
52%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
21
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Global
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$24.40
$20.59
$16.41
$20.47
$17.27
$14.86
Investment
Activities:
Net
investment
income
(loss)(a)
0.19
0.24
0.24
0.24
0.20
0.18
Net
realized
and
unrealized
gains
(losses)
1.30
3.81
4.13
(4.13)
3.65
2.35
Total
from
Investment
Activities
1.49
4.05
4.37
(3.89)
3.85
2.53
Distributions
to
Shareholders
from:
Net
investment
income
(0.24)
(0.19)
(0.17)
(0.18)
(0.11)
Net
realized
gains
(0.47)
(0.01)
Return
of
capital
—(b)
Total
Distributions
(0.24)
(0.19)
(0.17)
(0.65)
(0.12)
Net
Asset
Value,
End
of
Period
$25.89
$24.40
$20.59
$16.41
$20.47
$17.27
Total
Return(c)(d)
6.11%
19.66%
26.62%
(18.99)%
22.39%
17.00%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.85%
0.85%
0.85%
0.85%
0.85%
0.85%
Net
Investment
Income
(Loss)(e)
1.57%
1.04%
1.31%
1.39%
1.05%
1.22%
Gross
Expenses(e)(f)
1.11%
1.14%
1.17%
1.17%
1.34%
1.40%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$233,350
$209,196
$98,626
$78,373
$71,792
$51,066
Portfolio
Turnover(c)(g)
17%
20%
32%
29%
38%
71%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
22
See
notes
to
financial
statements.
Victory
RS
Global
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$23.41
$19.80
$15.83
$19.73
$16.68
$14.38
Investment
Activities:
Net
investment
income
(loss)(a)
0.09
0.06
0.08
0.11
0.06
0.07
Net
realized
and
unrealized
gains
(losses)
1.25
3.67
3.98
(3.98)
3.52
2.24
Total
from
Investment
Activities
1.34
3.73
4.06
(3.87)
3.58
2.31
Distributions
to
Shareholders
from:
Net
investment
income
(0.12)
(0.09)
(0.03)
(0.06)
—(b)
Net
realized
gains
(0.47)
(0.01)
Return
of
capital
—(b)
Total
Distributions
(0.12)
(0.09)
(0.03)
(0.53)
(0.01)
Net
Asset
Value,
End
of
Period
$24.75
$23.41
$19.80
$15.83
$19.73
$16.68
Total
Return(c)(d)
5.72%
18.76%
25.70%
(19.61)%
21.52%
16.06%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.60%
1.60%
1.60%
1.60%
1.60%
1.60%
Net
Investment
Income
(Loss)(e)
0.82%
0.28%
0.47%
0.68%
0.35%
0.48%
Gross
Expenses(e)(f)
1.91%
1.98%
2.09%
2.09%
2.33%
2.53%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$15,638
$14,403
$6,421
$3,872
$4,221
$3,491
Portfolio
Turnover(c)(g)
17%
20%
32%
29%
38%
71%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
23
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Global
Fund
Class
R
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$30.88
$26.00
$20.68
$25.73
$21.57
$18.55
Investment
Activities:
Net
investment
income
(loss)(a)
0.20
0.24
0.24
0.25
0.21
0.18
Net
realized
and
unrealized
gains
(losses)
1.64
4.80
5.20
(5.19)
4.55
2.92
Total
from
Investment
Activities
1.84
5.04
5.44
(4.94)
4.76
3.10
Distributions
to
Shareholders
from:
Net
investment
income
(0.16)
(0.12)
(0.11)
(0.13)
(0.07)
Net
realized
gains
(0.47)
(0.01)
Return
of
capital
—(b)
Total
Distributions
(0.16)
(0.12)
(0.11)
(0.60)
(0.08)
Net
Asset
Value,
End
of
Period
$32.72
$30.88
$26.00
$20.68
$25.73
$21.57
Total
Return(c)(d)
5.96%
19.40%
26.29%
(19.19)%
22.12%
16.70%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.10%
1.10%
1.10%
1.10%
1.10%
1.10%
Net
Investment
Income
(Loss)(e)
1.34%
0.80%
1.03%
1.16%
0.85%
0.98%
Gross
Expenses(e)(f)
1.48%
1.56%
1.56%
1.57%
1.70%
1.93%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$9,477
$7,848
$5,670
$5,130
$5,488
$4,454
Portfolio
Turnover(c)(g)
17%
20%
32%
29%
38%
71%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
24
See
notes
to
financial
statements.
Victory
RS
Global
Fund
Class
R6
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$17.82
$15.09
$12.06
$15.11
$12.87
$11.07
Investment
Activities:
Net
investment
income
(loss)(a)
0.15
0.24
0.21
0.22
0.20
0.08
Net
realized
and
unrealized
gains
(losses)
0.97
2.78
3.05
(3.06)
2.73
1.83
Total
from
Investment
Activities
1.12
3.02
3.26
(2.84)
2.93
1.91
Distributions
to
Shareholders
from:
Net
investment
income
(0.29)
(0.23)
(0.21)
(0.22)
(0.10)
Net
realized
gains
(0.47)
(0.01)
Return
of
capital
—(b)
Total
Distributions
(0.29)
(0.23)
(0.21)
(0.69)
(0.11)
Net
Asset
Value,
End
of
Period
$18.94
$17.82
$15.09
$12.06
$15.11
$12.87
Total
Return(c)(d)
6.29%
20.04%
27.02%
(18.81)%
22.84%
17.27%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.55%
0.55%
0.55%
0.55%
0.55%
0.55%
Net
Investment
Income
(Loss)(e)
1.73%
1.39%
1.52%
1.70%
1.35%
0.64%
Gross
Expenses(e)(f)
0.70%
0.71%
0.72%
0.73%
0.85%
1.16%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$228,710
$273,394
$248,014
$138,665
$99,708
$46,776
Portfolio
Turnover(c)(g)
17%
20%
32%
29%
38%
71%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
25
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
RS
Global
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$24.24
$20.44
$16.28
$20.31
$17.12
$14.72
Investment
Activities:
Net
investment
income
(loss)(a)
0.22
0.30
0.27
0.29
0.26
0.20
Net
realized
and
unrealized
gains
(losses)
1.29
3.78
4.11
(4.11)
3.62
2.34
Total
from
Investment
Activities
1.51
4.08
4.38
(3.82)
3.88
2.54
Distributions
to
Shareholders
from:
Net
investment
income
(0.28)
(0.22)
(0.21)
(0.22)
(0.13)
Net
realized
gains
(0.47)
(0.01)
Return
of
capital
—(b)
Total
Distributions
(0.28)
(0.22)
(0.21)
(0.69)
(0.14)
Net
Asset
Value,
End
of
Period
$25.75
$24.24
$20.44
$16.28
$20.31
$17.12
Total
Return(c)(d)
6.23%
19.97%
26.93%
(18.82)%
22.78%
17.27%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.60%
0.60%
0.60%
0.60%
0.60%
0.60%
Net
Investment
Income
(Loss)(e)
1.87%
1.32%
1.43%
1.67%
1.34%
1.38%
Gross
Expenses(e)(f)
0.80%
0.84%
0.84%
0.84%
0.96%
1.10%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,037,356
$713,035
$397,402
$196,898
$169,687
$114,925
Portfolio
Turnover(c)(g)
17%
20%
32%
29%
38%
71%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Notes
to
Financial
Statements
June
30,
2025
Victory
Portfolios
26
(Unaudited)
1.
Organization:
Victory
Portfolios
(the
“Trust”)
is
organized
as
a
Delaware
statutory
trust and
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 32
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.
The
accompanying
financial
statements
are
those
of
the
following two
funds
(collectively,
the
“Funds”
and
individually,
a
“Fund”).
Each
Fund is
classified
as
diversified
under
the
1940
Act.
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. Victory
Capital
Management
Inc.
(“VCM”
or
the
“Adviser”)
is
an
indirect
wholly
owned
subsidiary
of
Victory
Capital
Holdings,
Inc.,
a
publicly
traded
Delaware
corporation,
and
a
wholly
owned
direct
subsidiary
of
Victory
Capital
Operating,
LLC.
Under
the
Trust’s
organizational
documents,
its
officers
and
trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
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 Funds
in
the
preparation
of their
financial
statements.
 The
policies
are
in
conformity
with
U.S.
Generally
Accepted
Accounting
Principles
(“GAAP”).
The
preparation
of
financial
statements
in
accordance
with
GAAP
requires
the Adviser
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
income
and
expenses
for
the
period.
Actual
results
could
differ
from
those
estimates.
The
Funds
follow
the
specialized
accounting
and
reporting
requirements
under
GAAP
that
are
applicable
to
investment
companies
under
Accounting
Standards
Codification
Topic
946.
Investment
Valuation:
The
Funds
record
investments
at
fair
value.
Fair
value
is
defined
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
valuation
techniques
described
below
maximize
the
use
of
observable
inputs
and
minimize
the
use
of
unobservable
inputs
in
determining
fair
value.
The
inputs
used
for
valuing
the
Funds’
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
quoted
prices
(unadjusted)
in
active
markets
for
identical
securities
Level
2
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
or
credit
spreads,
applicable
to
those
securities,
etc.)
Level
3
significant
unobservable
inputs
(including
the
Adviser’s
assumptions
in
determining
the
fair
value
of
investments)
Changes
in
valuation
techniques
may
result
in
transfers
in
or
out
of
an
assigned
level
within
the
disclosure
hierarchy.
The
inputs
or
methodologies
used
for
valuation
techniques
are
not
necessarily
an
indication
of
the
risks
associated
with
entering
into
those
investments.
The
Adviser,
appointed
as the
valuation
designee
by the
Trust’s
Board
of
Trustees
(the
“Board”),
has
established
the
Pricing
and
Liquidity
Committee
(the
“Committee”),
and
subject
to Board
oversight,
the
Committee
administers
and
oversees
the
Funds’
valuation
policies
and
procedures,
which are
approved
by
the
Board.
Portfolio
securities
listed
or
traded
on
securities
exchanges,
including
Exchange-Traded
Funds
(“ETFs”)
and
American
Depositary
Receipts,
are
valued
at
the
last
sale
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
closing bid
quotation
on
the
exchange
or
system
where
the
security
is
principally
traded.
In
each
of
these
situations,
valuations
are
typically
categorized
as
Level
1
in
the
fair
value
hierarchy.
Investments
in
open-end
investment
companies,
other
than
ETFs, are
valued
at their
net
asset
value
(“NAV”).
These
valuations
are
typically
categorized
as
Level
1 in
the
fair
value
hierarchy.
In
the
event
that
price
quotations
or
valuations
are
not
readily
available,
investments
are
valued
at
fair
value
in
accordance
with
procedures
established
by
and
under
the
general
supervision
and
responsibility
of
the
Board.
These
valuations
are
typically
categorized
as
Level
2
or
Level
3
in
the
fair
value
hierarchy,
based
on
the
observability
of
inputs
used
to
determine
the
fair
value.
The
effect
of
fair
value
pricing
is
that
securities
may
not
be
priced
on
the
basis
of
quotations
from
the
primary
market
in
which
they
are
traded
and
the
actual
price
realized
from
the
sale
of
a
security
may
differ
materially
from
the
fair
value
price.
Valuing
these
securities
at
fair
value
is
intended
to
cause
the
Funds’
NAV to
be
more
reliable
than
it
otherwise
would
be.
In
accordance
with
procedures
adopted
by
the
Board,
fair
value
pricing
may
be
used
if
events
materially
affecting
the
value
of
foreign
securities
occur
between
the
time
the
exchange
on
which
they
are
traded
closes
and
the
time
the
Funds’
NAV is
calculated.
The Funds use
a
systematic
Funds
(Legal
Name)
Funds
(Short
Name)
Investment
Share
Classes
Offered
Victory
RS
International
Fund
RS
International
Fund
A,
C,
R,
R6,
and
Y
Victory
RS
Global
Fund
RS
Global
Fund
A,
C,
R,
R6,
and
Y
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
27
(Unaudited)
valuation
model,
provided
daily
by
an
independent
third
party
to
fair
value
their
international
equity
securities.
These
valuations
are categorized
as
Level
2
in
the
fair
value
hierarchy.
A
summary
of
the
valuations
as
of
June
30,
2025,
based
upon
the
three
levels
defined
above,
is
included
in
the
table
below
while
the
breakdown,
by
category,
of
investments
is
disclosed
on
the
Schedules
of
Portfolio
Investments  (amounts
in
thousands):
As
of June
30,
2025,
there
were
no
significant transfers
into/out
of
Level
3.
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
will
be
reclassified
to
realized
gains
or
return
of
capital
as
estimated
by
the
Funds
based
on
calendar
year-end
information
as
it
becomes
known
or
available.
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.
Among
other
purposes,
the
Funds
may
purchase
shares
of
an
ETF
to
temporarily
gain
exposure
to
a
portion
of
the
U.S.
or
a
foreign
market
while
awaiting
purchase
of
underlying
securities.
The
risks
of
owning
an
ETF
generally
reflect
the
risks
of
owning
the
underlying
securities
the
ETF
is
designed
to
track,
although
the
lack
of
liquidity
of
an
ETF
could
result
in
it
being
more
volatile.
Additionally,
ETFs
have
fees
and
expenses
that
reduce
their
value.
Open-End
Funds:
The
Funds
may
invest
in
portfolios
of
open-end
investment
companies.
These
investment
companies
value
securities
in
their
portfolios
for
which
market
quotations
are
readily
available
at
their
market
values
(generally
the
last
reported
sale
price)
and
all
other
securities
and
assets
at
their
fair
value
by
the
methods
established
by
the
board
of
directors
of
the
underlying
funds.
Investment
Transactions
and
Related
Income:
Changes
in
holdings
of
investments
are
accounted
for
no
later
than
one
business
day
following
the
trade
date.
For
financial
reporting
purposes,
however,
investment
transactions
are
accounted
for
on
trade
date
or
the
last
business
day
of
the
reporting
period.
Interest
income
is
determined
on
the
basis
of
coupon
interest
accrued
and
recorded
daily
using
the
effective
interest
method
which
adjusts,
where
applicable,
the
amortization
of
premiums
or
accretion
of
discounts. Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividends
included
in
income,
if
any,
are
recorded
at
the
fair
value
of
the
securities
received. 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
by
the
Funds
have
been
provided
for
in
accordance
with
each
investment’s
applicable
country’s
tax
rules
and
rates.
Securities
Lending:
The
Funds, through
a Securities
Lending
Agreement with
Citibank,
N.A.
(“Citibank”), may
lend
their
securities
to
qualified
financial
institutions,
such
as
certain
broker-dealers
and
banks,
to
earn
additional
income,
net
of
income
retained
by
Citibank. 
Borrowers
are
required
to
initially
secure
their
loans for
collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
securities
loaned
or
at
least
105%
of
the
value
Level
1
Level
2
Level
3
Total
RS
International
Fund
Common
Stocks
...............................................
$
$
488,315
$
$
488,315
Exchange-Traded
Funds
.........................................
243
243
Collateral
for
Securities
Loaned
...................................
30
30
Total
.......................................................
$
273
$
488,315
$
$
488,588
RS
Global
Fund
Common
Stocks
...............................................
991,337
480,649
1,471,986
Warrants
....................................................
—(a)
—(a)
Exchange-Traded
Funds
.........................................
14,934
14,934
Collateral
for
Securities
Loaned
...................................
11,828
11,828
Total
.......................................................
$
1,018,099
$
480,649
$
—(a)
$
1,498,748
(a)
Zero
market
value
security.
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
28
(Unaudited)
of
non-U.S.
securities
loaned,
marked-to-market
daily.
Any
collateral
shortfalls
associated
with
increases
in
the
valuation
of
the
securities
loaned
are
generally
cured the
next
business
day.
The
collateral
can
be
received
in
the
form
of
cash
collateral
and/or
non-cash
collateral.
Non-
cash
collateral
can
include
U.S.
Government
Securities and
other
securities
as
permitted
by
Securities
and
Exchange
Commission
(“SEC”)
guidelines.
The
cash
collateral
is
invested
in
short-term
instruments
or
cash
equivalents,
primarily
open-end
investment
companies,
as
noted
on
the
Funds’
Schedules
of
Portfolio
Investments.
The
Funds
effectively
do not
have
control
of
the
non-cash
collateral
and
therefore
it
is
not
disclosed
on
the
Funds’
Schedules
of
Portfolio
Investments.
Collateral
requirements
are
determined
daily
based
on
the
value
of
the
Funds’
securities
on
loan
as
of
the
end
of
the prior
business
day. 
During
the
time
portfolio
securities
are
on
loan,
the
borrower
will
pay
the
Funds
any
dividends
or
interest
paid
on
such
securities
plus
any
fee
negotiated
between
the
parties
to
the
lending
agreement.
The
Funds
also
earn
a
return
from
the
collateral.
The
Funds
pay
Citibank
various
fees
in
connection
with
the
investment
of
cash
collateral
and
fees
based
on
the
investment
income
received
from
securities
lending
activities.
Securities
lending
income
(net
of
these
fees)
is
disclosed
on
the
Statements
of
Operations.
Loans
are
terminable
upon
demand
and
the
borrower
must
return
the
loaned
securities
within
the
lesser
of
one
standard
settlement
period
or
five
business
days. 
Although
risk
is
mitigated
by
the
collateral, a
Fund could
experience
a
delay
in
recovering
its
securities
and
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
them.
In
addition,
there
is
a
risk that
the
value
of
the
short-term
investments
will
be
less
than
the
amount
of
cash
collateral
required
to
be
returned
to
the
borrower.
The
Funds’
agreement
with
Citibank
does
not
include
master
netting
provisions.
Non-cash
collateral
received
by
the
Funds
may
not
be
sold
or
repledged,
except
to
satisfy
borrower
default.
The
following
table
is
a
summary
of
the
Funds’
securities
lending
transactions
as
of
June
30,
2025  (amounts
in
thousands):
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,
if
any, are
disclosed
as
Net
change
in
unrealized
appreciation/depreciation
on investment
securities
and
foreign
currency
translations
on
the
Statements
of
Operations.
Realized
gains
or
losses
from
these
fluctuations,
if
any, are
disclosed
as
Net
realized
gains
(losses)
from
investment
securities
and
foreign
currency
transactions
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:
Each
Fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
by
complying
with
the
provisions
available
to
certain
investment
companies,
as
defined
in
applicable
sections
of
the
Internal
Revenue
Code,
and
to
make
distributions
of
net
investment
income
and
net
realized
gains
sufficient
to
relieve
it
from
all,
or
substantially
all,
federal
income
taxes.
Accordingly,
no
provision
for
federal
income
taxes
is
required
in
the
financial
statements.
The
Funds
have
a
tax
year
end
of
December
31.
For
the
six
months
ended
June
30,
2025,
the
Funds
did
not
incur
any
income
tax,
interest,
or
penalties,
and
have
recorded
no
liability
for
net
unrecognized
tax
benefits
relating
to
uncertain
tax
positions.
Management
of
the
Funds
has
reviewed
tax
positions
taken
in
tax
years
that
remain
subject
to
examination
by
all
major
tax
jurisdictions,
including
federal
(i.e.,
the
last
four
tax
years,
which
includes
the
current
fiscal
tax
year
end).
Management
believes
that
there
is
no
tax
liability
resulting
from
unrecognized
tax
benefits
related
to
uncertain
tax
positions
taken.
Allocations:
Expenses
directly
attributable
to a
Fund
are
charged
to that
Fund,
while
expenses
that
are
attributable
to
more
than
one
fund
in
the
Trust,
or
jointly
with
an
affiliated
trust,
are
allocated
among
the
respective
funds
in
the
Trust
and/or
an
affiliated
trust
based
upon
net
assets
or
another
appropriate
basis.
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.
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
RS
International
Fund
..............................................
$
28
$
$
30
RS
Global
Fund
..................................................
8,892
11,828
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
29
(Unaudited)
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statements
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
six
months
ended
June
30,
2025,
were
as
follows  (amounts
in
thousands):
4.
Affiliated
Fund
Ownership:
The
Funds
offer
shares
for
investment
by
other
funds
including
VCM
affiliated
fund-of-funds.
The
affiliated
fund-of-funds
do
not
invest
in
the
underlying
funds
for
the
purpose
of
exercising
management
or control;
however,
investments
by
affiliated
fund-of-funds
within
its
principal
investment
strategies
may
represent
a
significant
portion
of
an
underlying
fund’s
assets,
and
together
with
the
investments
of
the
other
affiliated
funds-of-funds,
may
represent
a
substantial
portion
or
even
all
of
an
underlying
fund’s
net
assets.
The
affiliated
fund-of-funds’
annual
and
semi-
annual
reports
may
be
viewed
at
vcm.com.
As
of
June
30,
2025,
certain
affiliated fund-of-funds
owned
total
outstanding
shares
of
the
Funds
as
follows:
5.
Fees
and
Transactions
with
Affiliates
and
Related
Parties:
Investment
Advisory
Fees: 
Investment
advisory
services
are
provided
to
the
Funds
by
the
Adviser,
which
is
a
New
York
corporation
registered
as
an
investment
adviser
with
the
SEC.
Under
the
terms
of
the
Investment
Advisory
Agreement,
the
Adviser
is
entitled
to
receive
fees
accrued
daily
and
paid
monthly
at
an
annualized
rate
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.
Amounts
incurred
and
paid
to
VCM
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Investment
advisory
fees.
Administration
and
Servicing
Fees:
VCM
also
serves
as
the
Funds’
administrator
and
fund
accountant.
Under
the
Administration
and
Fund
Accounting
Agreement,
VCM
is
paid
an
administration
fee
based
on
a
percentage
of
the
average
daily
net
assets
of
the
Trust,
Victory
Variable
Insurance
Funds
and
Victory
Portfolios
II.
The
tiered
rates
at
which
VCM
is
paid
by
the
Funds
are
shown
in
the
table
below:
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
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 six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-
Administration
fees.
Excluding
U.S.
Government
Securities
Purchases
Sales
RS
International
Fund
.......................................................................
$
68,327
$
59,013
RS
Global
Fund
...........................................................................
453,267
224,937
RS
International
Fund
Ownership
%
Victory
Target
Retirement
Income
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5.4
Victory
Target
Retirement
2030
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
14.1
Victory
Target
Retirement
2040
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
25.0
Victory
Target
Retirement
2050
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
18.1
Victory
Target
Retirement
2060
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
2.8
Flat
Rate
RS
International
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.80%
RS
Global
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.60%
Net
Assets
Up
to
$15
billion
$15
billion
$30
billion
Over
$30
billion
0.08%,
plus
0.05%,
plus
0.04%
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
30
(Unaudited)
The
Funds
(as
part
of
the
Trust)
have
entered
into
an
agreement
with
the
Adviser
to
provide
compliance
services,
pursuant
to
which
the
Adviser
furnishes
its
compliance
personnel,
including
the
services
of
the
Chief
Compliance
Officer
(“CCO”),
and
other
resources
reasonably
necessary
to
provide
the
Trust
with
compliance
oversight
services
related
to
the
design,
administration,
and
oversight
of
a
compliance
program
for
the
Trust
in
accordance
with
Rule
38a-1
under
the
1940
Act.
The
CCO
is
an
employee
of
the
Adviser,
which
pays
the
compensation
of
the
CCO
and
support
staff.
The
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
and
Victory
Portfolios
II,
in
the
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Compliance
fees.
Transfer
Agency
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
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Transfer
agent
fees.
Sub-Transfer
Agency
Fees:
The
Funds
have
entered
into
Sub-Transfer
Agency
Agreements
with
financial
intermediaries
that
provide
recordkeeping,
processing,
shareholder
communications
and
other
services
to
customers
of
the
intermediaries
that
hold
positions
in
the
Funds
and
have
agreed
to
compensate
the
intermediaries
for
providing
those
services.
Intermediaries
transact
with
the
Funds
primarily
through
the
use
of
omnibus
accounts
on
behalf
of
their
customers
who
hold
positions
in
the
Funds.
These
services
would
have
been
provided
by
the
Funds’
transfer
agent
and
other
service
providers
if
the
shareholders’
accounts
were
maintained
directly
at
the
Funds’
transfer
agent.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-Transfer
agent
fees.
Distributor/Underwriting
Services:
Victory
Capital
Services,
Inc.
(the
“Distributor”),
an
affiliate
of
the
Adviser,
serves
as
Distributor
for
the
continuous
offering
of
the
shares
of
the
Funds
pursuant
to
a
Distribution
Agreement
between
the
Distributor
and
the
Trust.
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
up
to
the
annual
rate
shown
in
the
table
below:
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
C,
and
Class
R.
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
12b-1
fees.
In
addition,
the
Distributor
is
entitled
to
receive
commissions
in
connection
with sales
of
Class
A.
For
the
six
months
ended
June
30,
2025,
the
Distributor
received
the
following
from
commissions
earned
in
connection with
sales
of
Class
A
(amounts
in
thousands): 
Other
Fees:
Citibank
serves
as
the
Funds’
custodian.
The
Funds
pay
Citibank
a
fee
for
providing
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Custodian
fees.
Sidley
Austin
LLP
provides
legal
services
to
the
Trust.
The
Adviser
has
entered
into
an
expense
limitation
agreement
with
the
Trust. Under
the
terms
of
the
agreement,
the
Adviser
has
agreed
to
waive
fees
or
reimburse
certain
expenses
to
the
extent
that
ordinary
operating
expenses
incurred
by
certain
classes
of
the
Funds
in
any
fiscal
year
exceed
the
expense
limits
for the
Funds.
Such
excess
amounts
will
be
the
liability
of
the
Adviser.
Acquired
fund
fees
and
expenses,
interest,
taxes,
brokerage
commissions,
other
expenditures which
are
capitalized
in
accordance
with
GAAP,
and
other
extraordinary
expenses
not
incurred
in
the
ordinary
course
of the
Funds’
business
are
excluded
from
the
expense
limits.
As
of
June
30,
2025,
the
expense
limits
(excluding
voluntary
waivers) were
as
follows:
Class
A
Class
C
Class
R
RS
International
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
0.50%
RS
Global
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
0.50%
Amount
RS
International
Fund
..................................................................................
$
—(a)
RS
Global
Fund
......................................................................................
5
(a)
Rounds
to
less
than
$1
thousand.
In
effect
until
April
30,
2026
Class
A
Class
C
Class
R
Class
R6
Class
Y
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%

 

Victory Portfolios

 

Notes to Financial Statements — continued

June 30, 2025

  (Unaudited)

 

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

 

The Funds have not recorded any amounts available to be repaid to the Adviser as a commitment and contingency liability due to an assessment that such repayments are not probable at June 30, 2025.

 

As of June 30, 2025, the following amounts are available to be repaid to the Adviser (amounts in thousands):

 

 

Expires
2025

Expires
2026

Expires
2027

Expires
2028

Total

RS International Fund $ 199 $ 433 $ 516 $ 241 $ 1,389
RS Global Fund   483   1,225   2,330   1,318   5,356

 

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 six months ended June 30, 2025.

 

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

 

6. Risks:

The following describes the principal risks that you may assume as an investor in each Fund. The risk descriptions below provide a more detailed explanation of the principal investment risks. The Funds may be subject to other risks in addition to these identified risks.

 

 

 

Victory RS International Fund Victory RS Global Fund
Equity Securities Risk x x
General Market Risk x x
Foreign Securities Risk x x
Sector Focus Risk x x

 

Equity Securities Risk — The values of the equity securities in which the Funds invest may decline in response to developments affecting individual companies and/or general market economic, and political conditions, and other factors. A company’s earnings or dividends may not increase as expected due to poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, military confrontations, war, terrorism, public health crises, or other events, conditions, and factors.  Price changes may be temporary or may last for extended periods.

 

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

 

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 United States, 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. Depositary receipts may have additional risks, including creditworthiness of the depositary bank and the risk of an illiquid market. 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 Funds. 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.

 

31

 

 

Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
32
(Unaudited)
Sector
Focus
Risk
To
the
extent a
Fund
(or
Funds) focuses
in
one
or
more
sectors,
market
or
economic
factors
impacting
those
sectors
could
have
a
significant
effect
on
the
value
of
the
Fund’s
(or
Funds') investments
and
could
make
the
Fund’s
(or
Funds')
performance
more
volatile.
Financials
Sector
Risk
Companies
in
the
financials
sector
are
subject
to
extensive
government
regulation,
which
may
limit
both
the
amounts
and
types
of
loans
and
other
financial
commitments
that
companies
in
this
sector
can
make,
and
the
interest
rates
and
fees
that
these
companies
can
charge.
Profitability
can
be
largely
dependent
on
the
availability
and
cost
of
capital
and
the
rate
of
corporate
and
consumer
debt
defaults,
and
can
fluctuate
significantly
when
interest
rates
change.
Financial
difficulties
of
borrowers
can
negatively
affect
the
financials
sector.
Insurance
companies
can
be
subject
to
severe
price
competition.
The
financials
sector
can
be
subject
to
relatively
rapid
change
as
dis-
tinctions
between
financial
service
segments
become
increasingly
blurred.
Information
Technology
Sector
Risk
Companies
in
the
information
technology
sector
face
intense
competition,
both
domestically
and
internationally.
These
companies
may
be
smaller
or
newer
and
may
have
limited
product
lines,
markets,
financial
resources,
or
personnel.
The
products
of
companies
in
the
information
technology
sector
may
face
product
obsolescence
due
to
rapid
technological
developments
and
frequent
new
product
introduction,
unpredictable
changes
in
growth
rates,
and
competition
for
the
services
of
qualified
personnel.
These
com-
panies
may
be
developing
or
marketing
new
products
or
services
for
which
markets
are
not
yet
established
and
may
never
become
established.
7.
Borrowing
and
Interfund
Lending:
Line
of
Credit:
The
Victory
Funds
Complex
participates
in
a
short-term
demand
note
“Line
of
Credit”
agreement
with
Citibank.
Under
the
agreement
with
Citibank,
the funds in
the
Trust,
Victory
Variable
Insurance
Funds,
Victory
Portfolios
II,
and
Victory
Portfolios
III
(collectively,
the  “Victory
Funds
Complex”),
in
aggregate, may
borrow
up
to
$600
million,
of
which
$300
million
is
committed
and
$300
million
is
uncommitted.
$40
million
of
the
Line
of
Credit
is
reserved
for
use
by
the
Victory
Floating
Rate
Fund,
another
series
of
the
Victory
Funds
Complex,
with
Victory
Floating
Rate
Fund
paying
the
related
commitment
fees
for
that
amount.
The
purpose
of
the
Line
of
Credit
is
to
meet
temporary
or
emergency
cash
needs.
For
the six
months
ended
June
30,
2025,
Citibank
received
an
annual
commitment
fee
of
0.15%
on
$300
million
for
providing
the
Line
of
Credit.
Each
Fund
in
the
Victory
Funds
Complex
paid
a
pro-rata
portion
of
the
commitment
fees
plus
any
interest
on
amounts
borrowed.
Interest
is
based
on
the
one-month Secured
Overnight
Financing
Rate
plus
1.10
percent.
Effective
June
24,
2025,
the
agreement
was
renewed
with
a
termination
date
of
June
22,
2026,
and
the
annual
commitment
fee
of
0.15%
remained
unchanged.
Dedicated
portions
to
the
Victory
Floating
Rate
Fund
have
been
removed,
making
the
entire
Line
of
Credit
(committed
and
uncommitted)
available
to
all
funds.
Interest
charged
to each
Fund during
the
period,
if
applicable,
is
reflected
on
the
Statements
of
Operations
under
Line
of
credit
fees.
The
Funds
had
no
borrowings
under the
Line
of
Credit
agreement
during
the
six
months
ended
June
30,
2025.
Interfund
Lending:
The
Trust
and
the
Adviser
rely
on
an
exemptive
order
granted
by
the
SEC
in
March
2017
(the
“Order”),
permitting
the
establishment
and
operation
of
an
Interfund
Lending
Facility
(the
“Facility”).
The
Facility
allows
each
Fund
to
directly
lend
and
borrow
money
to
or
from
any
other
fund
in
the
Victory
Funds
Complex
that
is
permitted
to
participate
in
the
Facility,
relying
upon
the
Order
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Advances
under
the
Facility
are
allowed
for
temporary
or
emergency
purposes,
including
the
meeting
of
redemption
requests
that
otherwise
might
require
the
untimely
disposition
of
securities,
and
are
subject
to
each
Fund’s
borrowing
restrictions.
The
interfund
loan
rate
is
determined,
as
specified
in
the
Order,
by
averaging
the
current
repurchase
agreement
rate
and
the
current
bank
loan
rate.
As
a
Borrower
(as
defined
in
the
Order),
interest
charged
to
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending
fees.
As
a
Lender
(as
defined
in
the
Order),
interest
earned
by
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending.
The
Funds
did
not
utilize
or
participate
in
the
Facility
during
the
six
months
ended
June
30,
2025.
8.
Federal
Income
Tax
Information:
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
as
noted
in
the
table
below.
Distributable
net
realized
gains,
if
any,
are
declared
and
distributed
at
least
annually
from
each
Fund. 
The
amounts
of
dividends
from
net
investment
income
and
distributions
from
net
realized
gains
(collectively,
distributions
to
shareholders)
are
determined
in
accordance
with
federal
income
tax
regulations,
which
may
differ
from
GAAP.
To
the
extent
these
“book/tax”
differences
are
permanent
in
nature
(e.g.,
net
operating
loss
and
distribution
reclassification),
such
amounts
are
reclassified
within
the
components
of
net
assets
based
on
their
federal
tax-basis
treatment;
temporary
differences
(e.g.,
wash
sales)
do
not
require
reclassification.
To
the
extent
dividends
and
distributions
exceed
net
investment
income
and
net
realized
gains
for
tax
purposes,
they
are
reported
as
distributions
of
capital.
Net
investment
losses
incurred
by
the
Funds
may
be
reclassified
as
an
offset
to
capital
on
the
accompanying
Statements
of
Assets
and
Liabilities.
The
tax
character
of
current
year
distributions
paid
and
the
tax
basis
of
the
current
components
of
accumulated
earnings
(loss)
will
be
determined
at
the
end
of
the
current
tax
year.
Declared
Paid
RS
International
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
RS
Global
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Annually
Annually
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
33
(Unaudited)
As
of
the
tax
year
ended December
31,
2024,
the
following
Funds had
net
capital
loss
carryforwards as shown
in
the
table
below.
It
is
unlikely
that
the
Board
will
authorize
a
distribution
of
capital
gains
realized
in
the
future
until
the
capital
loss
carryforwards
have
been
used
(amounts
in
thousands):
9.
Segment
Reporting:
In
this
reporting
period,
the
Funds
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
each
Fund’s
financial
position
or
the
results
of
its
operations.
The
Adviser's
Management
Committee acts
as
each
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
Each
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
each
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
Fund's
single
investment
objective.
The
financial
information
in
the
form
of
the
Funds’
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
each
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
each
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statements
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statements
of
Operations.
Short-Term
Amount
Long-Term
Amount
Total
RS
International
Fund
...................................................
$
(3,949)
$
$
(3,949)
RS
Global
Fund
.......................................................
(5,963)
(726)
(6,689)
Victory
Funds
P.O.
Box
182593
Columbus,
Ohio
43218-2593
Visit
our
website
at:
vcm.com
Call
Victory
at:
800-539-FUND
(800-539-3863)
VPRSIF-SAR
(6/25)
June
30,
2025
Semi-Annual:
Full
Financials
Victory
Low
Duration
Bond
Fund
Victory
High
Yield
Fund
Victory
Tax-Exempt
Fund
Victory
High
Income
Municipal
Bond
Fund
Victory
Floating
Rate
Fund
vcm.com
News,
Information
And
Education
24
Hours
A
Day,
7
Days
A
Week
The
Victory
Capital
website
gives
fund
shareholders,
prospective
shareholders,
and
investment
professionals
a
convenient
way
to
access
fund
information,
get
guidance,
and
track
fund
performance
anywhere
they
can
access
the
Internet.
The
site
includes:
Detailed
performance
records
Daily
share
prices
The
latest
fund
news
Investment
resources
to
help
you
become
a
better
investor
A
section
dedicated
to
investment
professionals
Whether
you’re
a
potential
investor
searching
for
the
fund
that
matches
your
investment
philosophy,
a
seasoned
investor
interest-
ed
in
planning
tools,
or
an
investment
professional,
vcm.com
has
what
you
seek.
Visit
us
anytime.
We’re
always
open.
TABLE
OF
CONTENTS
Victory
Portfolios
1
Schedules
of
Portfolio
Investments
(Form
N-CSR
Item
6)
Victory
Low
Duration
Bond
Fund
3
Victory
High
Yield
Fund
10
Victory
Tax-Exempt
Fund
19
Victory
High
Income
Municipal
Bond
Fund
22
Victory
Floating
Rate
Fund
26
Financial
Statements
(Form
N-CSR
Item
7)
Statements
of
Assets
and
Liabilities
32
Statements
of
Operations
34
Statements
of
Changes
in
Net
Assets
36
Financial
Highlights
40
Notes
to
Financial
Statements
(Form
N-CSR
Item
7)
58
2
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
Visit
our
website
at:
vcm.com
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
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
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
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
3
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Asset-Backed
Securities
(23.5%)
ABS
Auto
(13.0%):
American
Heritage
Auto
Receivables
Trust
,
Series
2024-1A
,
Class
A4
,
5
.07
%
,
6/17/30
,
Callable
12/15/28
@
100
(a)
...........................................
$
127
$
129
Avis
Budget
Rental
Car
Funding
AESOP
LLC
,
Series
2023-8A
,
Class
B
,
6
.66
%
,
2/20/30
(a)
..
750
791
CarMax
Auto
Owner
Trust
,
Series
2022-3
,
Class
D
,
6
.20
%
,
1/16/29
,
Callable
9/15/26
@
100
.
250
253
Chesapeake
Funding
II
LLC
...............................................
Series
2023-2A
,
Class
A1
,
6
.16
%
,
10/15/35
,
Callable
10/15/26
@
100
(a)
...........
127
128
Series
2023-2A
,
Class
C
,
6
.15
%
,
10/15/35
,
Callable
10/15/26
@
100
(a)
............
382
393
Credit
Acceptance
Auto
Loan
Trust
,
Series
2024-3A
,
Class
B
,
4
.85
%
,
11/15/34
,
Callable
5/15/28
@
100
(a)
...................................................
250
249
Drive
Auto
Receivables
Trust
,
Series
2021-2
,
Class
D
,
1
.39
%
,
3/15/29
,
Callable
10/15/25
@
100
.............................................................
223
221
Ent
Auto
Receivables
Trust
,
Series
2023-1A
,
Class
A4
,
6
.26
%
,
11/15/29
,
Callable
1/15/28
@
100
(a)
...........................................................
250
256
Enterprise
Fleet
Financing
LLC
.............................................
Series
2023-3
,
Class
A3
,
6
.41
%
,
6/20/30
,
Callable
7/20/27
@
100
(a)
..............
500
520
Series
2024-1
,
Class
A2
,
5
.23
%
,
3/20/30
,
Callable
8/20/27
@
100
(a)
..............
287
289
Series
2024-2
,
Class
A4
,
5
.69
%
,
12/20/30
,
Callable
2/20/28
@
100
(a)
.............
328
339
FCCU
Auto
Receivables
Trust
,
Series
2024-1A
,
Class
A4
,
5
.46
%
,
4/15/30
,
Callable
11/15/27
@
100
(a)
.........................................................
202
206
Ford
Credit
Auto
Lease
Trust
..............................................
Series
2023-B
,
Class
B
,
6
.20
%
,
2/15/27
,
Callable
3/15/26
@
100
.................
250
252
Series
2023-B
,
Class
C
,
6
.43
%
,
4/15/27
,
Callable
3/15/26
@
100
.................
393
397
Foursight
Capital
Automobile
Receivables
Trust
,
Series
2023-1
,
Class
A3
,
5
.39
%
,
12/15/27
,
Callable
9/15/26
@
100
(a)
............................................
240
240
GLS
Auto
Receivables
Issuer
Trust
,
Series
2021-2A
,
Class
E
,
2
.87
%
,
5/15/28
,
Callable
2/15/26
@
100
(a)
.........................................................
250
247
GLS
Auto
Select
Receivables
Trust
,
Series
2023-2A
,
Class
C
,
7
.31
%
,
1/15/30
,
Callable
8/15/28
@
100
(a)
.........................................................
500
527
GM
Financial
Automobile
Leasing
Trust
,
Series
2024-1
,
Class
B
,
5
.33
%
,
3/20/28
,
Callable
7/20/26
@
100
.....................................................
400
403
Hertz
Vehicle
Financing
III
LLC
,
Series
2023-3A
,
Class
B
,
6
.53
%
,
2/25/28
(a)
...........
750
761
Huntington
Bank
Auto
Credit-Linked
Notes
,
Series
2024-1
,
Class
B2
,
5
.70
%
(
SOFR30A
+
140
bps
)
,
5/20/32
,
Callable
11/20/27
@
100
(a)
(b)
...................
147
148
LAD
Auto
Receivables
Trust
,
Series
2023-4A
,
Class
B
,
6
.39
%
,
10/16/28
,
Callable
11/15/27
@
100
(a)
...........................................................
350
356
Lobel
Automobile
Receivables
Trust
,
Series
2025-1
,
Class
C
,
5
.70
%
,
1/15/30
,
Callable
10/15/27
@
100
(a)
..................................................
225
228
Merchants
Fleet
Funding
LLC
..............................................
Series
2023-1A
,
Class
A
,
7
.21
%
,
5/20/36
,
Callable
5/20/26
@
100
(a)
..............
250
251
Series
2024-1A
,
Class
C
,
6
.18
%
,
4/20/37
,
Callable
4/20/27
@
100
(a)
..............
250
255
OCCU
Auto
Receivables
Trust
,
Series
2023-1A
,
Class
A4
,
6
.29
%
,
9/17/29
,
Callable
11/15/27
@
100
(a)
.........................................................
463
473
Oscar
US
Funding
XVII
LLC
,
Series
2024-2A
,
Class
A3
,
4
.47
%
,
3/12/29
,
Callable
11/10/28
@
100
(a)
...........................................................
350
349
PenFed
Auto
Receivables
Owner
Trust
,
Series
2024-A
,
Class
B
,
4
.97
%
,
5/15/30
,
Callable
1/15/29
@
100
(a)
...................................................
400
402
Prestige
Auto
Receivables
Trust
,
Series
2025-1A
,
Class
C
,
5
.52
%
,
2/15/30
,
Callable
5/15/29
@
100
(a)
...........................................................
88
89
Santander
Bank
Auto
Credit-Linked
Notes
,
Series
2023-A
,
Class
D
,
7
.08
%
,
6/15/33
,
Callable
5/15/27
@
100
(a)
...................................................
77
78
Santander
Drive
Auto
Receivables
Trust
.......................................
Series
2022-2
,
Class
B
,
3
.44
%
,
9/15/27
,
Callable
6/15/26
@
100
.................
56
56
Series
2023-1
,
Class
B
,
4
.98
%
,
2/15/28
,
Callable
1/15/27
@
100
.................
177
177
SCCU
Auto
Receivables
Trust
..............................................
Series
2023-1A
,
Class
A4
,
5
.70
%
,
8/15/29
,
Callable
11/15/27
@
100
(a)
............
225
229
Series
2023-1A
,
Class
B
,
6
.08
%
,
11/15/29
,
Callable
11/15/27
@
100
(a)
............
250
258
Securitized
Term
Auto
Receivables
Trust
,
Series
2025-A
,
Class
C
,
5
.19
%
,
7/25/31
,
Callable
1/25/28
@
100
(a)
...................................................
88
88
Tesla
Auto
Lease
Trust
...................................................
Series
2023-A
,
Class
B
,
6
.41
%
,
7/20/27
,
Callable
8/20/25
@
100
(a)
...............
300
300
Series
2023-B
,
Class
A4
,
6
.22
%
,
3/22/27
,
Callable
10/20/25
@
100
(a)
.............
223
224
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
4
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
U.S.
Bank
NA
,
Series
2023-1
,
Class
B
,
6
.79
%
,
8/25/32
,
Callable
9/25/26
@
100
(a)
........
$
166
$
168
Westlake
Automobile
Receivables
Trust
.......................................
Series
2023-1A
,
Class
B
,
5
.41
%
,
1/18/28
,
Callable
1/15/27
@
100
(a)
..............
625
626
Series
2023-2A
,
Class
B
,
6
.14
%
,
3/15/28
,
Callable
12/15/26
@
100
(a)
.............
946
948
12,304
ABS
Card
(0.8%):
Master
Credit
Card
Trust
II
,
Series
2023-1A
,
Class
C
,
5
.87
%
,
6/21/27
(a)
...............
250
250
Trillium
Credit
Card
Trust
II
,
Series
2023-3A
,
Class
B
,
6
.26
%
,
8/26/28
(a)
..............
500
501
751
ABS
Other
(9.7%):
Amur
Equipment
Finance
Receivables
XIII
LLC
,
Series
2024-1A
,
Class
A2
,
5
.38
%
,
1/21/31
,
Callable
3/20/28
@
100
(a)
............................................
273
276
Auxilior
Term
Funding
LLC
...............................................
Series
2023-1A
,
Class
B
,
6
.05
%
,
6/17/30
,
Callable
2/15/28
@
100
(a)
..............
206
212
Series
2024-1A
,
Class
B
,
5
.69
%
,
7/15/31
,
Callable
3/15/29
@
100
(a)
..............
123
127
Capital
Automotive
REIT
,
Series
2024-3A
,
Class
A1
,
4
.40
%
,
10/15/54
,
Callable
10/15/27
@
100
(a)
...........................................................
220
213
CARS-DB7
LP
,
Series
2023-1A
,
Class
A1
,
5
.75
%
,
9/15/53
,
Callable
9/15/26
@
100
(a)
.....
469
472
CCG
Receivables
Trust
,
Series
2023-2
,
Class
C
,
6
.45
%
,
4/14/32
,
Callable
9/14/27
@
100
(a)
.
500
516
Clarus
Capital
Funding
LLC
,
Series
2024-1A
,
Class
B
,
4
.79
%
,
8/20/32
,
Callable
4/20/28
@
100
(a)
...........................................................
175
175
Cloud
Capital
Holdco
LP
,
Series
2024-1A
,
Class
A2
,
5
.78
%
,
11/22/49
,
Callable
11/22/27
@
100
(a)
...........................................................
250
253
CP
EF
Asset
Securitization
II
LLC
,
Series
2023-1A
,
Class
A
,
7
.48
%
,
3/15/32
,
Callable
7/15/27
@
100
(a)
.........................................................
84
85
Crossroads
Asset
Trust
,
Series
2024-A
,
Class
B
,
5
.94
%
,
8/20/30
,
Callable
2/20/28
@
100
(a)
.
336
344
CyrusOne
Data
Centers
Issuer
I
LLC
,
Series
2024-2A
,
Class
A2
,
4
.50
%
,
5/20/49
,
Callable
5/20/27
@
100
(a)
...................................................
465
453
Daimler
Trucks
Retail
Trust
,
Series
2023-1
,
Class
A3
,
5
.90
%
,
3/15/27
,
Callable
9/15/26
@
100
422
425
Dell
Equipment
Finance
Trust
,
Series
2023-3
,
Class
B
,
6
.05
%
,
4/23/29
,
Callable
5/22/26
@
100
(a)
...........................................................
250
252
Dext
ABS
LLC
,
Series
2023-2
,
Class
B
,
6
.41
%
,
5/15/34
,
Callable
3/15/28
@
100
(a)
.......
250
255
DLLMT
LLC
,
Series
2024-1A
,
Class
A4
,
4
.98
%
,
4/20/32
,
Callable
5/20/28
@
100
(a)
......
281
286
Ford
Credit
Floorplan
Master
Owner
Trust
A
,
Series
2024-4
,
Class
B
,
4
.61
%
,
9/15/31
(a)
....
350
353
Granite
Park
Equipment
Leasing
LLC
,
Series
2023-1A
,
Class
A3
,
6
.46
%
,
9/20/32
,
Callable
11/20/29
@
100
(a)
..................................................
159
162
GreatAmerica
Leasing
Receivables
Funding
LLC
,
Series
2025-1
,
Class
B
,
4
.77
%
,
1/15/32
,
Callable
5/15/29
@
100
(a)
............................................
250
250
HPEFS
Equipment
Trust
..................................................
Series
2023-2A
,
Class
C
,
6
.48
%
,
1/21/31
,
Callable
12/20/26
@
100
(a)
.............
750
755
Series
2024-1A
,
Class
C
,
5
.33
%
,
5/20/31
,
Callable
7/20/27
@
100
(a)
..............
500
501
MMAF
Equipment
Finance
LLC
,
Series
2024-A
,
Class
A3
,
4
.95
%
,
7/14/31
,
Callable
10/13/30
@
100
(a)
.........................................................
250
254
NMEF
Funding
LLC
,
Series
2024-A
,
Class
B
,
5
.32
%
,
12/15/31
,
Callable
5/15/28
@
100
(a)
..
350
350
PEAC
Solutions
Receivables
LLC
,
Series
2024-2A
,
Class
B
,
4
.83
%
,
10/20/31
,
Callable
7/20/27
@
100
(a)
...................................................
313
313
Post
Road
Equipment
Finance
LLC
,
Series
2024-1A
,
Class
C
,
5
.81
%
,
10/15/30
,
Callable
4/15/27
@
100
(a)
...................................................
424
430
SCF
Equipment
Leasing
LLC
,
Series
2023-1A
,
Class
C
,
6
.77
%
,
8/22/33
,
Callable
4/20/30
@
100
(a)
...........................................................
250
258
Tricon
Residential
Trust
,
Series
2024-SFR4
,
Class
B
,
4
.65
%
,
11/17/41
,
Callable
11/17/29
@
100
(a)
(c)
.........................................................
300
295
VB-S1
Issuer
LLC
-
VBTEL
,
Series
2024-1A
,
Class
C2
,
5
.59
%
,
5/15/54
,
Callable
5/15/27
@
100
(a)
...........................................................
250
253
Verdant
Receivables
LLC
,
Series
2025-1A
,
Class
B
,
5
.37
%
,
5/12/33
,
Callable
6/12/29
@
100
(a)
...........................................................
250
253
Verizon
Master
Trust
,
Series
2024-2
,
Class
A
,
4
.83
%
,
12/22/31
,
Callable
12/20/28
@
100
(a)
.
250
255
Wingspire
Equipment
Finance
LLC
,
Series
2024-1A
,
Class
C
,
5
.28
%
,
9/20/32
,
Callable
11/20/27
@
100
(a)
..................................................
146
146
9,172
Total
Asset-Backed
Securities
(Cost
$21,896)
a
a
a
22,227
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
5
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Collateralized
Loan
Obligations
(0.3%)
Cash
Flow
CLO
(0.3%):
Dryden
CLO
Ltd.
,
Series
2019-80A
,
Class
AR
,
5
.53
%
(
TSFR3M
+
125
bps
)
,
1/17/33
,
Callable
7/17/25
@
100
(a)
(b)
.................................................
$
289
$
289
Total
Collateralized
Loan
Obligations
(Cost
$290)
a
a
a
289
Collateralized
Mortgage
Obligations
(18.9%)
Agency
CMO
Other
(4.8%):
Federal
Home
Loan
Mortgage
Corporation
.....................................
Series
5270
,
Class
AB
,
5
.50
%
,
1/25/49
...................................
380
386
Series
5450
,
Class
KA
,
4
.50
%
,
6/25/51
...................................
351
347
Series
5478
,
Class
J
,
5
.50
%
,
3/25/51
.....................................
346
348
Federal
National
Mortgage
Association
.......................................
Series
2011-21
,
Class
PA
,
4
.50
%
,
5/25/40
.................................
428
426
Series
2022-88
,
Class
BA
,
5
.50
%
,
7/25/47
.................................
530
536
Series
2024-33
,
Class
PB
,
5
.00
%
,
3/25/48
.................................
243
243
Government
National
Mortgage
Association
....................................
Series
2023-107
,
Class
PA
,
5
.50
%
,
1/20/46
................................
640
645
Series
2023-128
,
Class
KA
,
6
.00
%
,
6/20/47
................................
343
345
Series
2023-131
,
Class
P
,
5
.50
%
,
6/20/48
..................................
425
425
Series
2023-168
,
Class
GB
,
6
.00
%
,
2/20/50
................................
434
438
Series
2024-160
,
Class
H
,
4
.00
%
,
9/20/62
.................................
205
202
Series
2024-97
,
Class
MC
,
5
.00
%
,
1/20/64
.................................
218
218
4,559
Commercial
MBS
(14.1%):
ALA
Trust
,
Series
2025-OANA
,
Class
A
,
6
.04
%
(
TSFR1M
+
174
bps
)
,
6/15/40
(a)
(b)
(c)
......
150
151
Banc
of
America
Commercial
Mortgage
Trust
,
Series
2015-UBS7
,
Class
A4
,
3
.71
%
,
9/15/48
,
Callable
9/15/25
@
100
..............................................
700
697
Bank
,
Series
2017-BNK9
,
Class
A3
,
3
.28
%
,
11/15/54
,
Callable
12/15/29
@
100
..........
820
797
BPR
Trust
,
Series
2022-STAR
,
Class
A
,
7
.54
%
(
TSFR1M
+
323
bps
)
,
8/15/39
(a)
(b)
(c)
......
170
170
BX
Trust
,
Series
2025-GW
,
Class
A
,
5
.90
%
(
TSFR1M
+
160
bps
)
,
7/15/42
(a)
(b)
(c)
.........
250
250
CFCRE
Commercial
Mortgage
Trust
.........................................
Series
2016-C3
,
Class
A2
,
3
.60
%
,
1/10/48
,
Callable
1/10/26
@
100
...............
227
226
Series
2016-C3
,
Class
A3
,
3
.87
%
,
1/10/48
,
Callable
1/10/26
@
100
...............
425
423
Series
2016-C4
,
Class
A4
,
3
.28
%
,
5/10/58
,
Callable
11/10/26
@
100
..............
489
484
Citigroup
Commercial
Mortgage
Trust
........................................
Series
2015-GC33
,
Class
A4
,
3
.78
%
,
9/10/58
,
Callable
5/10/26
@
100
.............
785
783
Series
2015-P1
,
Class
A5
,
3
.72
%
,
9/15/48
,
Callable
5/15/26
@
100
...............
214
213
Series
2016-P4
,
Class
A4
,
2
.90
%
,
7/10/49
,
Callable
7/10/26
@
100
...............
725
711
COMM
Mortgage
Trust
..................................................
Series
2015-CR25
,
Class
A4
,
3
.76
%
,
8/10/48
,
Callable
8/10/25
@
100
.............
261
260
Series
2024-277P
,
Class
A
,
6
.34
%
,
8/10/44
(a)
(c)
.............................
300
316
CSAIL
Commercial
Mortgage
Trust
.........................................
Series
2015-C3
,
Class
A4
,
3
.72
%
,
8/15/48
,
Callable
8/15/25
@
100
...............
235
234
Series
2015-C4
,
Class
A4
,
3
.81
%
,
11/15/48
,
Callable
11/15/25
@
100
.............
597
595
Series
2016-C6
,
Class
A5
,
3
.09
%
,
1/15/49
,
Callable
5/15/26
@
100
...............
696
689
DBJPM
Mortgage
Trust
,
Series
2016-C1
,
Class
A4
,
3
.28
%
,
5/10/49
,
Callable
4/10/26
@
100
.
500
494
GFH
Mortgage
Trust
,
Series
2025-IND
,
Class
A
,
5
.15
%
,
6/15/33
(a)
(c)
.................
250
251
GS
Mortgage
Securities
Trust
..............................................
Series
2015-GC32
,
Class
A4
,
3
.76
%
,
7/10/48
,
Callable
7/10/25
@
100
.............
87
87
Series
2016-GS2
,
Class
A4
,
3
.05
%
,
5/10/49
,
Callable
5/10/26
@
100
..............
700
692
HYT
Commercial
Mortgage
Trust
,
Series
2024-RGCY
,
Class
A
,
6
.15
%
(
TSFR1M
+
184
bps
)
,
9/15/41
(a)
(b)
(c)
....................................................
250
250
JPMBB
Commercial
Mortgage
Securities
Trust
.................................
Series
2015-C31
,
Class
A3
,
3
.80
%
,
8/15/48
,
Callable
8/15/25
@
100
..............
131
131
Series
2015-C33
,
Class
A4
,
3
.77
%
,
12/15/48
,
Callable
11/15/25
@
100
............
482
480
Series
2016-C1
,
Class
A5
,
3
.58
%
,
3/17/49
,
Callable
2/15/26
@
100
...............
750
744
Morgan
Stanley
Bank
of
America
Merrill
Lynch
Trust
,
Series
2016-C29
,
Class
A4
,
3
.33
%
,
5/15/49
,
Callable
5/15/26
@
100
........................................
500
493
One
Bryant
Park
Trust
,
Series
2019-OBP
,
Class
A
,
2
.52
%
,
9/15/54
(a)
(c)
................
200
182
SHR
Trust
,
Series
2024-LXRY
,
Class
A
,
6
.26
%
(
TSFR1M
+
195
bps
)
,
10/15/41
(a)
(b)
(c)
.....
211
210
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
6
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
SWCH
Commercial
Mortgage
Trust
,
Series
2025-DATA
,
Class
A
,
5
.75
%
(
TSFR1M
+
144
bps
)
,
2/15/42
(a)
(b)
(c)
....................................................
$
250
$
248
Wells
Fargo
Commercial
Mortgage
Trust
......................................
Series
2015-C30
,
Class
A4
,
3
.66
%
,
9/15/58
,
Callable
8/15/25
@
100
..............
80
79
Series
2015-C31
,
Class
A4
,
3
.70
%
,
11/15/48
,
Callable
11/15/25
@
100
............
750
747
Series
2015-P2
,
Class
A4
,
3
.81
%
,
12/15/48
,
Callable
12/15/25
@
100
.............
532
530
Series
2016-NXS6
,
Class
A4
,
2
.92
%
,
11/15/49
,
Callable
10/15/26
@
100
...........
750
734
13,351
Private
CMO
Other
(0.0%):(d)
GSR
Mortgage
Loan
Trust
,
Series
2004-15F
,
Class
5A1
,
5
.50
%
,
1/25/20
,
Callable
1/25/20
@
100
.............................................................
13
12
Total
Collateralized
Mortgage
Obligations
(Cost
$17,676)
a
a
a
17,922
Corporate
Bonds
(28.2%)
Communication
Services
(0.2%):
TEGNA,
Inc.
,
4
.63
%
,
3/15/28
,
Callable
8/2/25
@
100
.............................
250
243
Consumer
Discretionary
(1.9%):
Daimler
Truck
Finance
North
America
LLC
,
5
.25
%
,
1/13/30
,
Callable
12/13/29
@
100
(a)
(e)
.
250
256
General
Motors
Financial
Co.,
Inc.
,
5
.05
%
,
4/4/28
...............................
250
252
Mattel,
Inc.
,
5
.88
%
,
12/15/27
,
Callable
8/2/25
@
101.47
(a)
.........................
250
250
Nissan
Motor
Acceptance
Co.
LLC
,
6
.95
%
,
9/15/26
(a)
............................
500
504
Volkswagen
Group
of
America
Finance
LLC
,
4
.95
%
,
8/15/29
,
Callable
7/15/29
@
100
(a)
...
500
502
1,764
Consumer
Staples
(1.1%):
Albertsons
Cos.,
Inc./Safeway,
Inc./New
Albertsons
LP/Albertsons
LLC
,
5
.88
%
,
2/15/28
,
Callable
8/2/25
@
101.47
(a)
...........................................
250
250
Coty,
Inc.
,
5
.00
%
,
4/15/26
,
Callable
8/2/25
@
100
(a)
.............................
200
200
Mars,
Inc.
,
4
.80
%
,
3/1/30
,
Callable
2/1/30
@
100
(a)
..............................
350
354
Sodexo,
Inc.
,
5
.15
%
,
8/15/30
,
Callable
7/15/30
@
100
(a)
..........................
250
254
1,058
Energy
(1.4%):
Energy
Transfer
LP
,
5
.63
%
,
5/1/27
,
Callable
7/18/25
@
100
(a)
......................
500
500
EQT
Corp.
,
7
.50
%
,
6/1/27
,
Callable
7/13/25
@
101.88
(a)
..........................
250
255
Helmerich
&
Payne,
Inc.
,
4
.65
%
,
12/1/27
,
Callable
11/1/27
@
100
(a)
..................
350
347
HF
Sinclair
Corp.
,
5
.00
%
,
2/1/28
,
Callable
7/13/25
@
101.25
.......................
215
215
1,317
Financials
(15.6%):
American
Express
Co.
,
4
.73
%
(
SOFR
+
126
bps
)
,
4/25/29
,
Callable
4/25/28
@
100
(b)
.......
250
253
American
National
Group,
Inc.
,
5
.75
%
,
10/1/29
,
Callable
9/1/29
@
100
................
500
512
Ameriprise
Financial,
Inc.
,
5
.70
%
,
12/15/28
,
Callable
11/15/28
@
100
.................
350
367
Athene
Global
Funding
,
5
.52
%
,
3/25/27
(a)
.....................................
250
254
Aviation
Capital
Group
LLC
,
6
.75
%
,
10/25/28
,
Callable
9/25/28
@
100
(a)
..............
500
532
Bank
of
America
Corp.
,
5
.43
%
(
SOFR
+
105
bps
)
,
2/4/28
,
Callable
2/4/27
@
100
(b)
........
516
521
Citizens
Financial
Group,
Inc.
,
5
.65
%
(
H15T5Y
+
531
bps
)
,
Callable
10/6/25
@
100
(b)
(f)
....
350
350
CNO
Global
Funding
,
4
.95
%
,
9/9/29
(a)
.......................................
326
330
Corebridge
Global
Funding
,
5
.90
%
,
9/19/28
(a)
..................................
500
522
Cullen/Frost
Bankers,
Inc.
,
4
.50
%
,
3/17/27
,
Callable
2/17/27
@
100
...................
250
244
Enact
Holdings,
Inc.
,
6
.25
%
,
5/28/29
,
Callable
4/28/29
@
100
.......................
500
519
F&G
Annuities
&
Life,
Inc.
,
6
.50
%
,
6/4/29
,
Callable
5/4/29
@
100
...................
500
516
First
Horizon
Corp.
,
5
.51
%
(
SOFR
+
177
bps
)
,
3/7/31
,
Callable
3/7/30
@
100
(b)
...........
250
254
Ford
Motor
Credit
Co.
LLC
,
3
.82
%
,
11/2/27
,
Callable
8/2/27
@
100
..................
500
483
GA
Global
Funding
Trust
,
5
.50
%
,
1/8/29
(a)
....................................
400
410
HAT
Holdings
I
LLC/HAT
Holdings
II
LLC
,
8
.00
%
,
6/15/27
,
Callable
3/15/27
@
100
(a)
....
350
364
JPMorgan
Chase
&
Co.
,
5
.59
%
(
SOFR
+
118
bps
)
,
2/24/28
,
Callable
2/24/27
@
100
(b)
......
500
504
Ladder
Capital
Finance
Holdings
LLLP/Ladder
Capital
Finance
Corp.
,
7
.00
%
,
7/15/31
,
Callable
7/15/27
@
103.5
(a)
...........................................
250
261
Metropolitan
Life
Global
Funding
I
,
5
.40
%
,
9/12/28
(a)
............................
500
518
New
York
Life
Global
Funding
,
5
.45
%
,
9/18/26
(a)
...............................
500
507
NMI
Holdings,
Inc.
,
6
.00
%
,
8/15/29
,
Callable
7/15/29
@
100
.......................
500
514
Penske
Truck
Leasing
Co.
LP/PTL
Finance
Corp.
,
5
.35
%
,
3/30/29
,
Callable
2/28/29
@
100
(a)
400
410
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
7
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Protective
Life
Global
Funding
,
5
.47
%
,
12/8/28
(a)
...............................
$
400
$
414
Reliance
Standard
Life
Global
Funding
II
,
2
.75
%
,
1/21/27
(a)
........................
350
338
RGA
Global
Funding
,
6
.00
%
,
11/21/28
(a)
.....................................
400
419
Rocket
Mortgage
LLC/Rocket
Mortgage
Co.-Issuer,
Inc.
,
2
.88
%
,
10/15/26
,
Callable
8/2/25
@
100.72
(a)
.........................................................
500
488
Sammons
Financial
Group,
Inc.
,
4
.45
%
,
5/12/27
,
Callable
2/12/27
@
100
(a)
.............
500
499
Santander
Holdings
USA,
Inc.
,
5
.47
%
(
SOFR
+
161
bps
)
,
3/20/29
,
Callable
3/20/28
@
100
(b)
.
350
356
State
Street
Corp.
,
5
.75
%
(
SOFR
+
135
bps
)
,
11/4/26
,
Callable
11/4/25
@
100
(b)
..........
657
660
The
Bank
of
New
York
Mellon
Corp.
,
4
.41
%
(
SOFR
+
135
bps
)
,
7/24/26
,
Callable
7/24/25
@
100
(b)
...........................................................
433
433
The
Goldman
Sachs
Group,
Inc.
,
6
.29
%
(
SOFR
+
185
bps
)
,
3/15/28
,
Callable
3/15/27
@
100
(b)
500
508
Truist
Bank
,
3
.80
%
,
10/30/26
,
Callable
9/30/26
@
100
............................
500
495
U.S.
Bancorp
,
4
.55
%
(
SOFR
+
166
bps
)
,
7/22/28
,
Callable
7/22/27
@
100
(b)
.............
500
501
UL
Solutions,
Inc.
,
6
.50
%
,
10/20/28
,
Callable
9/20/28
@
100
(a)
.....................
500
526
14,782
Health
Care
(2.2%):
Centene
Corp.
,
4
.25
%
,
12/15/27
,
Callable
7/18/25
@
100.71
........................
621
612
Health
Care
Service
Corp.
A
Mutual
Legal
Reserve
Co.
,
5
.20
%
,
6/15/29
,
Callable
5/15/29
@
100
(a)
...........................................................
500
510
Lifespan
Corp.
,
5
.05
%
,
2/15/30
,
Callable
8/15/29
@
100
...........................
300
304
Universal
Health
Services,
Inc.
,
1
.65
%
,
9/1/26
,
Callable
8/1/26
@
100
.................
687
663
2,089
Industrials
(2.0%):
American
Airlines
Pass
Through
Trust
,
3
.60
%
,
9/22/27
............................
688
668
GXO
Logistics,
Inc.
,
6
.25
%
,
5/6/29
,
Callable
4/6/29
@
100
.........................
400
418
United
Airlines
Pass
Through
Trust
4
.00
%
,
4/11/26
.....................................................
228
226
5
.88
%
,
10/15/27
....................................................
99
101
3
.45
%
,
12/1/27
....................................................
296
286
Weir
Group,
Inc.
,
5
.35
%
,
5/6/30
,
Callable
4/6/30
@
100
(a)
.........................
197
199
1,898
Information
Technology
(0.3%):
Keysight
Technologies,
Inc.
,
5
.35
%
,
7/30/30
,
Callable
6/30/30
@
100
.................
250
258
Materials
(0.9%):
Chevron
Phillips
Chemical
Co.
LLC/Chevron
Phillips
Chemical
Co.
LP
,
4
.75
%
,
5/15/30
,
Callable
4/15/30
@
100
(a)
............................................
350
354
Fortitude
Group
Holdings
LLC
,
6
.25
%
,
4/1/30
,
Callable
1/1/30
@
100
(a)
...............
500
515
869
Real
Estate
(2.4%):
CBRE
Services,
Inc.
,
4
.80
%
,
6/15/30
,
Callable
5/15/30
@
100
.......................
300
301
EPR
Properties
,
4
.50
%
,
6/1/27
,
Callable
3/1/27
@
100
............................
250
249
GLP
Capital
LP/GLP
Financing
II,
Inc.
,
5
.38
%
,
4/15/26
,
Callable
1/15/26
@
100
.........
500
500
Regency
Centers
LP
,
3
.90
%
,
11/1/25
,
Callable
8/2/25
@
100
........................
694
691
SBA
Tower
Trust
,
4
.83
%
,
10/15/29
,
Callable
10/15/27
@
100
(a)
.....................
500
501
2,242
Utilities
(0.2%):
The
Southern
Co.
,
4
.00
%
(
H15T5Y
+
373
bps
)
,
1/15/51
,
Callable
10/15/25
@
100
(b)
........
250
249
Total
Corporate
Bonds
(Cost
$26,302)
a
a
a
26,769
Yankee
Dollars
(11.5%)
Consumer
Discretionary
(0.3%):
Melco
Resorts
Finance
Ltd.
,
5
.25
%
,
4/26/26
,
Callable
8/2/25
@
100
(a)
................
250
249
Energy
(0.6%):
Var
Energi
ASA
,
7
.50
%
,
1/15/28
,
Callable
12/15/27
@
100
(a)
.......................
500
530
Financials
(8.3%):
ABN
AMRO
Bank
NV
,
6
.34
%
(
H15T1Y
+
165
bps
)
,
9/18/27
,
Callable
9/18/26
@
100
(a)
(b)
...
420
429
Aspen
Insurance
Holdings
Ltd.
,
5
.75
%
,
7/1/30
,
Callable
6/1/30
@
100
.................
152
155
Banco
Santander
Mexico
SA
Institucion
de
Banca
Multiple
Grupo
Financiero
Santand
,
5
.62
%
,
12/10/29
,
Callable
11/10/29
@
100
(a)
....................................
181
185
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
8
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Bank
of
Montreal
,
5
.72
%
,
9/25/28
,
Callable
8/25/28
@
100
.........................
$
500
$
521
Barclays
PLC
,
6
.49
%
(
SOFR
+
222
bps
)
,
9/13/29
,
Callable
9/13/28
@
100
(b)
.............
750
793
Canadian
Imperial
Bank
of
Commerce
,
5
.93
%
,
10/2/26
............................
500
510
Danske
Bank
A/S
,
6
.26
%
(
H15T1Y
+
118
bps
)
,
9/22/26
,
Callable
9/22/25
@
100
(a)
(b)
......
750
752
Deutsche
Bank
AG
,
5
.61
%
(
SOFR
+
122
bps
)
,
11/16/27
,
Callable
11/16/26
@
100
(b)
.......
500
500
Enstar
Group
Ltd.
,
4
.95
%
,
6/1/29
,
Callable
3/1/29
@
100
..........................
500
503
Essent
Group
Ltd.
,
6
.25
%
,
7/1/29
,
Callable
6/1/29
@
100
..........................
250
259
Nationwide
Building
Society
,
6
.56
%
(
SOFR
+
191
bps
)
,
10/18/27
,
Callable
10/18/26
@
100
(a)
(b)
.........................................................
500
512
Phoenix
Group
Holdings
PLC
,
5
.38
%
,
7/6/27
,
MTN
..............................
500
502
Societe
Generale
SA
,
5
.52
%
(
H15T1Y
+
150
bps
)
,
1/19/28
,
Callable
1/19/27
@
100
(a)
(b)
....
500
505
Svenska
Handelsbanken
AB
,
5
.50
%
,
6/15/28
(a)
.................................
750
775
Swedbank
AB
,
6
.14
%
,
9/12/26
(a)
...........................................
500
511
UBS
Group
AG
,
4
.28
%
,
1/9/28
,
Callable
1/9/27
@
100
(a)
..........................
500
498
7,910
Industrials
(1.0%):
Air
Canada
Pass
Through
Trust
,
3
.75
%
,
12/15/27
(a)
..............................
156
151
Element
Fleet
Management
Corp.
,
6
.32
%
,
12/4/28
,
Callable
11/4/28
@
100
(a)
...........
500
527
Tyco
Electronics
Group
SA
,
4
.50
%
,
2/9/31
,
Callable
1/9/31
@
100
...................
250
250
928
Information
Technology
(0.8%):
CGI,
Inc.
,
4
.95
%
,
3/14/30
,
Callable
2/14/30
@
100
(a)
.............................
250
253
Open
Text
Corp.
,
6
.90
%
,
12/1/27
,
Callable
11/1/27
@
100
(a)
........................
500
518
771
Utilities
(0.5%):
Algonquin
Power
&
Utilities
Corp.
,
5
.37
%
,
6/15/26
(g)
............................
500
503
Total
Yankee
Dollars
(Cost
$10,595)
a
a
a
10,891
Municipal
Bonds
(0.7%)
Maryland
(0.3%):
Maryland
Economic
Development
Corp.
Revenue
,
4
.79
%
,
11/30/29
...................
250
253
Massachusetts
(0.2%):
Massachusetts
Educational
Financing
Authority
Revenue
,
Series
A
,
5
.52
%
,
7/1/35
........
200
204
Ohio
(0.2%):
Columbus
Metropolitan
Housing
Authority
Revenue
,
5
.38
%
,
9/1/28
,
Continuously
Callable
@100
...........................................................
200
203
Total
Municipal
Bonds
(Cost
$650)
a
a
a
660
U.S.
Government
Agency
Mortgages
(2.6%)
Farm
Credit
Bank
of
Texas
Series
4
,
5
.70
%
(
H15T5Y
+
542
bps
)
(a)
(b)
(f)
................................
250
249
Federal
Home
Loan
Mortgage
Corporation
7
.00
%
,
9/1/38
.....................................................
1
2
5
.50
%
,
10/1/38
....................................................
328
335
5
.00
%
,
8/1/40
.....................................................
300
304
641
Federal
National
Mortgage
Association
6
.00
%
,
2/1/37
.....................................................
424
440
5
.00
%
,
2/1/41
-
10/1/41
..............................................
1,154
1,169
1,609
Total
U.S.
Government
Agency
Mortgages
(Cost
$2,623)
a
a
a
2,499
U.S.
Treasury
Obligations
(11.1%)
U.S.
Treasury
Notes
3
.50
%
,
9/15/25
....................................................
250
250
4
.50
%
,
7/15/26
....................................................
1,650
1,659
1
.13
%
,
10/31/26
....................................................
425
410
4
.00
%
,
1/15/27
....................................................
500
501
Victory
Portfolios
Victory
Low
Duration
Bond
Fund
9
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
3
.88
%
,
11/30/27
....................................................
$
1,500
$
1,506
4
.00
%
,
6/30/28
....................................................
1,000
1,008
1
.25
%
,
9/30/28
....................................................
825
763
2
.75
%
,
5/31/29
....................................................
1,600
1,543
3
.75
%
,
6/30/30
....................................................
2,850
2,843
Total
U.S.
Treasury
Obligations
(Cost
$10,373)
a
a
a
10,483
Commercial
Paper
(2.5%)
Consumer
Staples
(0.5%):
Jbs
USA
Hold
Food
GRP
,
4
.90
%
,
7/1/25
(a)
(h)
..................................
500
500
Industrials
(1.1%):
Global
Payments,
Inc.
,
4
.90
%
,
7/3/25
(a)
(h)
....................................
1,000
999
Materials
(0.9%):
FMC
Corp.
,
5
.12
%
,
7/1/25
(a)
(h)
............................................
900
900
Total
Commercial
Paper
(Cost
$2,400)
a
a
a
2,399
Shares
Collateral
for
Securities
Loaned
(0.1%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares
,
4
.23
%
(i)
........
13,344
14
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares
,
4
.27
%
(i)
............
13,344
13
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares
,
4
.29
%
(i)
................
13,344
13
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares
,
4
.24
%
(i)
.
13,344
13
Total
Collateral
for
Securities
Loaned
(Cost
$53)
a
a
a
53
Total
Investments
(Cost
$92,858)
99.4%
94,192
Other
assets
in
excess
of
liabilities
—  0.6%
533
NET
ASSETS
-
100.00%
$
94,725
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
12.7%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$43,946
(thousands)
and
amounted
to
46.4%
of
net
assets.
(b)
Variable
or
Floating-Rate
Security.
Rate
disclosed
is
as
of
June
30,
2025.
(c)
Security
is
interest
only.
(d)
Amount
represents
less
than
0.05%
of
net
assets.
(e)
All
or
a
portion
of
this
security
is
on
loan.
(f)
Security
is
perpetual
and
has
no
final
maturity
date
but
may
be
subject
to
calls
at
various
dates
in
the
future.
(g)
Stepped
coupon
security
for
which
the
coupon
rate
of
interest
adjusts
on
specified
date(s);
rate
shown
is
effective
rate
at
period-end.
(h)
Rate
represents
the
effective
yield
at
June
30,
2025.
(i)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ABS
Asset-Backed
Securities
bps
Basis
points
CLO
Collateralized
Loan
Obligations
CMO
Collateralized
Mortgage
Obligations
Continuously
callable
Investment
is
continuously
callable
or
will
be
continuously
callable
on
any
date
after
the
first
call
date
until
its
maturity.
H15T1Y
1
Year
Treasury
Constant
Maturity
Rate,
rate
disclosed
as
of
June
30,
2025.
H15T5Y
5
Year
Treasury
Constant
Maturity
Rate,
rate
disclosed
as
of
June
30,
2025.
LLC
Limited
Liability
Company
LP
Limited
Partnership
MBS
Mortgage-Backed
Securities
MTN
Medium
Term
Note
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
SOFR
Secured
Overnight
Financing
Rate
SOFR30A
30
day
average
of
SOFR,
rate
disclosed
as
of
June
30,
2025.
TSFR1M
1
Month
Term
SOFR,
rate
disclosed
as
of
June
30,
2025.
TSFR3M
3
Month
Term
SOFR,
rate
disclosed
as
of
June
30,
2025.
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
High
Yield
Fund
10
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Asset-Backed
Securities
(0.4%)
ABS
Other
(0.4%):
Frontier
Issuer
LLC,
Series
2023-1,
Class
C,
11.50%,
8/20/53,
Callable
7/20/26
@
100(a)
...
$
460
$
484
Total
Asset-Backed
Securities
(Cost
$487)
a
a
a
484
Shares
Common
Stocks
(0.9%)
Consumer
Discretionary
(0.3%):
Jo-Ann
Stores
LLC(b)(c)
.................................................
3,118
—(d)
Men's
Wearhouse,
Inc.(b)(c)
...............................................
20,063
401
401
Health
Care
(0.6%):
Air
Methods
Corp.(b)
....................................................
11,817
739
Covis
Parent
SCA,
Class
A
Shares(b)(e)
.......................................
1,622
Covis
Parent
SCA,
Class
B
Shares(b)(e)
.......................................
1,622
Covis
Parent
SCA,
Class
C
Shares(b)(e)
.......................................
1,622
Covis
Parent
SCA,
Class
D
Shares(b)(e)
......................................
1,622
Covis
Parent
SCA,
Class
E
Shares(b)(e)
.......................................
1,622
739
Total
Common
Stocks
(Cost
$231)
a
a
a
1,140
Principal
Amount
(000)
Senior
Secured
Loans
(7.5%)
Communication
Services
(0.7%):
AMC
Entertainment
Holdings,
Inc.,
Initial
Exchange
Term
Loans,
First
Lien,
11.32%
(SOFR01M+700bps),
1/4/29(f)
.........................................
362
365
Zayo
Group
Holdings,
Inc.,
2022
Incremental
Term
Loans,
First
Lien,
8.58%
(SOFR01M+425bps),
3/9/27(f)
.........................................
447
429
794
Consumer
Discretionary
(2.8%):
Fleet
Midco
I
Ltd.,
Term
Loan
B2,
First
Lien,
7.06%
(SOFR06M+275bps),
2/10/31
(f)
......
907
908
Getty
Images,
Inc.,
Dollar
Fixed
Rate
Term
B-1
Loans,
First
Lien,
2/14/30(g)
............
125
124
Great
Outdoors
Group
LLC,
Term
Loan
B,
First
Lien,
7.58%
(SOFR01M+325bps),
3/5/32(f)
.
149
149
Men's
Wearhouse,
Inc.,
Term
Loans,
First
Lien,
10.76%
(SOFR03M+650bps),
2/21/29(f)
...
478
474
Ontario
Gaming
GTA
LP,
Term
B
Loans,
First
Lien,
8.55%
(SOFR03M+425bps),
8/1/30(f)
..
105
104
Petco
Health
and
Wellness
Co.,
Inc.,
Initial
Term
Loans,
First
Lien,
7.81%
(SOFR03M+325bps),
2/25/28(f)
........................................
699
643
PetSmart,
Inc.,
Initial
Term
Loans,
First
Lien,
2/14/28(g)
...........................
130
128
Virgin
Media
Bristol
LLC,
N
Facility,
First
Lien,
6
.81%
(SOFR01M+250bps),
1/31/28,
Callable
8/2/25
@
100(f)
.............................................
1,000
986
3,516
Energy
(0.0%):(h)
Hilcorp
Energy
I
LP,
Initial
Loan,
First
Lien,
6.31%
(SOFR01M+200bps),
2/5/30,
Callable
8/2/25
@
101(f)
....................................................
50
50
Financials
(1.0%):
1261229
BC
Ltd.,
Initial
Term
Loans,
First
Lien,
10.56%
(SOFR01M+625bps),
10/8/30(f)
..
100
96
Central
Parent
LLC,
2024
Refinancing
Term
Loan,
First
Lien,
7.55%
(SOFR03M+325bps),
7/6/29(f)
.........................................................
205
171
CP
Atlas
Buyer,
Inc.,
Term
Loan,
First
Lien,
11/23/27(g)
...........................
200
199
Level
3
Financing,
Inc.,
Term
B-3
Commitment,
First
Lien,
3/22/32(g)
.................
300
303
Pcf
Insurance
Services
of
The
West
LLC,
7.56%
(SOFR01M+325bps),
6/17/32(f)
.........
102
102
Polaris
Newco
LLC,
Dollar
Term
Loan,
First
Lien,
8.03%
(SOFR03M+375bps),
6/4/28(f)
...
125
121
Voyager
Parent
LLC,
Term
Loan
B,
First
Lien,
5/10/32(g)
..........................
200
198
1,190
Health
Care
(1.4%):
Bausch
+
Lomb
Corp.,
Third
Amendment
Term
Loan,
First
Lien,
12/18/30(g)
............
150
150
Covis
Pharma
Holdings
SARL,
Dollar
Term
B
Loans,
First
Lien,
2/18/27(g)
.............
1,500
559
Victory
Portfolios
Victory
High
Yield
Fund
11
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
LifeScan
Global
Corporation,
Initial
Term
Loan,
First
Lien,
10.92%
(
SOFR03M+650bps),
12/31/26(f)
.......................................................
$
1,496
$
951
1,660
Industrials
(1.6%):
Cotiviti,
Inc.,
Initial
Fixed
Rate
Term
Loans,
First
Lien,
4/30/31(g)
...................
1,125
1,129
The
GEO
Group,
Inc.,
Term
Loan,
First
Lien,
9.58%
(SOFR01M+525bps
),
4/14/29(f)
......
381
381
TKC
Holdings,
Inc.,
Closing
Date
Initial
Term
Loan,
First
Lien,
9.32%
(SOFR01M+500bps),
5/15/28(f)
........................................................
195
195
Twitter,
Inc.,
Tranche
B-1
Loan,
First
Lien,
10.80%
(SOFR03M+650bps),
10/26/29(f)
......
199
194
1,899
Total
Senior
Secured
Loans
(Cost
$10,553)
a
a
a
9,109
Corporate
Bonds
(61.6%)
Communication
Services
(14.3%):
AMC
Networks,
Inc.
10.25%,
1/15/29
,
Callable
1/15/26
@
105.13(a)
.............................
225
233
10.50%,
7/15/32,
Callable
7/15/28
@
105.25(a)
.............................
204
207
CCO
Holdings
LLC/CCO
Holdings
Capital
Corp.,
4.25%,
1/15/34,
Callable
1/15/28
@
102.13(a)
.........................................................
1,535
1,366
Central
Parent
LLC/CDK
Global
II
LLC/CDK
Financing
Co.,
Inc.,
8.00%,
6/15/29,
Callable
8/2/25
@
104(a)
....................................................
1,750
1,448
Clear
Channel
Outdoor
Holdings,
Inc.
7.50%,
6/1/29,
Callable
8/2/25
@
101.88(a)(i)
..............................
196
181
7.88%,
4/1/30
,
Callable
10/1/26
@
103.94(a)
...............................
1,200
1,239
Cogent
Communications
Group
LLC/Cogent
Finance,
Inc.,
6.50%,
7/1/32,
Callable
7/1/28
@
103.25(a)
.........................................................
306
301
Consolidated
Communications,
Inc.,
6.50%,
10/1/28,
Callable
7/13/25
@
103.25(a)
.......
450
458
CSC
Holdings
LLC
11.75%,
1/31/29,
Callable
1/31/26
@
105.88(a)
.............................
900
853
6.50%,
2/1/29,
Callable
7/13/25
@
102.17(a)
...............................
2,800
2,275
Cumulus
Media
New
Holdings,
Inc.,
8.00%,
7/1/29,
Callable
8/2/25
@
100(a)
...........
2,028
574
Directv
Financing
LLC/Directv
Financing
Co.-Obligor,
Inc.
5.88%,
8/15/27,
Callable
8/2/25
@
102.94(a)
...............................
308
307
10.00%,
2/15/31,
Callable
2/15/27
@
105(a)
...............................
558
542
DISH
Network
Corp.,
11.75%,
11/15/27,
Callable
8/2/25
@
105.88(a)
.................
494
509
Dotdash
Meredith,
Inc.,
7.63%,
6/15/32,
Callable
6/15/28
@
103.81(a)
.................
204
198
Echostar
Corp.,
10.75%,
11/30/29,
Callable
11/30/26
@
105.38
......................
391
402
Frontier
Communications
Holdings
LLC
5.88%
,
10/15/27,
Callable
8/2/25
@
101.47(a)
..............................
1,750
1,751
6.75%,
5/1/29,
Callable
8/2/25
@
101.69(a)
................................
380
385
Gray
Media,
Inc.
10.50%,
7/15/29,
Callable
7/15/26
@
105.25(a)
.............................
229
246
5.38%,
11/15/31,
Callable
11/15/26
@
102.69(a)(i)
...........................
476
356
Lamar
Media
Corp.,
3.63%,
1/15/31,
Callable
1/15/26
@
101.81
.....................
104
96
Match
Group
Holdings
II
LLC,
4.63%,
6/1/28,
Callable
7/13/25
@
100(a)
..............
300
293
News
Corp.,
5.13%,
2/15/32,
Callable
2/15/27
@
102.56
(a)
.........................
150
147
Scripps
Escrow
II,
Inc.
3.88%,
1/15/29,
Callable
8/2/25
@
100.97(a)
...............................
650
568
5.38%,
1/15/31,
Callable
1/15/26
@
102.69(a)
..............................
250
173
Sinclair
Television
Group,
Inc.
5.50%,
3/1/30,
Callable
8/2/25
@
102.75(a)
................................
1,677
1,359
8.13%,
2/15/33,
Callable
2/15/28
@
104.06(a)
..............................
280
284
Uniti
Group
LP/Uniti
Group
Finance,
Inc./CSL
Capital
LLC,
8.63%,
6/15/32,
Callable
6/15/28
@
104.31(a)
......................................................
102
103
Univision
Communications,
Inc.,
7
.38%,
6/30/30,
Callable
8/2/25
@
103.69(a)
...........
350
344
Warnermedia
Holdings,
Inc.,
5.05%,
3/15/42,
Callable
9/15/41
@
100
.................
306
181
17,379
Consumer
Discretionary
(8.5%):
Amsted
Industries,
Inc.,
6.38%,
3/15/33
,
Callable
3/15/28
@
103.19(a)
................
533
542
Asbury
Automotive
Group,
Inc.,
5.00%,
2/15/32,
Callable
11/15/26
@
102.5(a)
..........
1,000
952
Victory
Portfolios
Victory
High
Yield
Fund
12
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Ashton
Woods
USA
LLC/Ashton
Woods
Finance
Co.,
4.63%,
4/1/30,
Callable
8/2/25
@
102.31(a)
.........................................................
$
565
$
537
Beazer
Homes
USA,
Inc.,
7.50%,
3/15/31,
Callable
3/15/27
@
103.75(a)
...............
650
660
Boyd
Gaming
Corp.,
4.75%,
6/15/31,
Callable
6/15/26
@
102.38(a)
...................
150
144
Boyne
USA,
Inc.,
4.75%,
5/15/29,
Callable
8/2/25
@
101.19(a)
......................
329
319
Caesars
Entertainment,
Inc.
8.13%,
7/1/27,
Callable
7/8/25
@
100(a)
..................................
713
713
6.50%,
2/15/32,
Callable
2/15/27
@
103.25(a)(i)
............................
882
904
CEC
Entertainment
LLC,
6.75%,
5/1/26,
Callable
8/2/25
@
100(a)
...................
101
100
Century
Communities,
Inc.,
3.88%,
8/15/29,
Callable
2/15/29
@
100(a)
................
300
278
Churchill
Downs,
Inc.,
6.75%,
5/1/31,
Callable
5/1/26
@
103.38(a)
...................
125
129
Fertitta
Entertainment
LLC/Fertitta
Entertainment
Finance
Co.,
Inc.,
6.75%,
1/15/30,
Callable
8/2/25
@
103.38(a)
.................................................
260
240
Group
1
Automotive,
Inc.,
6.38%,
1/15/30,
Callable
7/15/26
@
103.19(a)
...............
175
180
Hanesbrands,
Inc.,
9.00%,
2/15/31,
Callable
2/15/26
@
104.5(a)(i)
....................
225
238
Hilton
Domestic
Operating
Co.,
Inc.,
4.00%,
5/1/31,
Callable
5/1/26
@
102(a)
...........
300
282
Las
Vegas
Sands
Corp.,
6.20%,
8/15/34,
Callable
5/15/34
@
100
.....................
99
101
LBM
Acquisition
LLC,
6.25%,
1/15/29,
Callable
8/2/25
@
101.56(a)
..................
250
218
Light
&
Wonder
International,
Inc.,
7.00%,
5/15/28,
Callable
7/18/25
@
100(a)
..........
350
351
Lithia
Motors,
Inc.,
4.38%,
1/15/31,
Callable
10/15/25
@
102.19(a)
...................
1,592
1,513
M/I
Homes,
Inc.,
4.95%,
2/1/28,
Callable
7/18/25
@
101.24
........................
410
407
Newell
Brands,
Inc.,
6.88%,
4/1/36,
Callable
10/1/35
@
100(i)
......................
80
77
Nordstrom,
Inc.,
4.38%,
4/1/30,
Callable
1/1/30
@
100
............................
147
136
PetSmart,
Inc./PetSmart
Finance
Corp.,
7.75%,
2/15/29,
Callable
8/2/25
@
101.94(a)
......
175
170
Resorts
World
Las
Vegas
LLC/RWLV
Capital,
Inc.,
4.63%,
4/6/31,
Callable
1/6/31
@
100(a)
.
150
122
Saks
Global
Enterprises
LLC,
11.00%,
12/15/29,
Callable
12/15/26
@
105.5(a)(i)
.........
365
138
Taylor
Morrison
Communities,
Inc.
5.75%,
1/15/28,
Callable
10/15/27
@
100(a)
...............................
175
177
5.13%,
8/1/30,
Callable
2/1/30
@
100(a)
..................................
188
187
Vail
Resorts,
Inc.,
6.50%,
5/15/32,
Callable
5/15/27
@
103.25(a)
.....................
135
140
ZF
North
America
Capital,
Inc.,
6.88%,
4/23/32,
Callable
2/23/32
@
100(a)
.............
450
416
10,371
Consumer
Staples
(4.0%):
Albertsons
Cos.,
Inc./Safeway,
Inc./New
Albertsons
LP/Albertsons
LLC,
6.50%,
2/15/28,
Callable
8/2/25
@
103.25
(a)
...........................................
1,000
1,024
Edgewell
Personal
Care
Co.,
4.13%,
4/1/29,
Callable
7/13/25
@
101.03(a)
..............
315
298
Goat
Holdco
LLC,
6.75%,
2/1/32,
Callable
2/1/28
@
103.38(a)
......................
250
254
Performance
Food
Group,
Inc.,
6.13%,
9/15/32,
Callable
9/15/27
@
103.06(a)
...........
750
768
Post
Holdings,
Inc.
6.25%,
2/15/32,
Callable
2/15/27
@
103.13(a)
..............................
1,087
1,118
6.38%,
3/1/33,
Callable
9/1/27
@
103.19(a)
................................
90
91
Quikrete
Holdings,
Inc.,
6.38%,
3/1/32,
Callable
3/1/28
@
103.19(a)
..................
558
574
U.S.
Foods,
Inc.,
5.75%,
4/15/33,
Callable
10/15/27
@
102.88(a)
.....................
724
725
4,852
Energy
(3.7%):
CITGO
Petroleum
Corp.,
8.38%,
1/15/29,
Callable
10/15/25
@
104.19(a)
...............
740
770
Civitas
Resources,
Inc.,
9.63%,
6/15/33,
Callable
6/15/28
@
104.81(a)
.................
306
314
Harvest
Midstream
I
LP,
7.50%,
5/15/32,
Callable
5/15/27
@
103.75(a)
................
260
275
Hilcorp
Energy
I
LP/Hilcorp
Finance
Co.,
7.25%,
2/15/35,
Callable
2/15/30
@
103.63(a)
...
424
415
Moss
Creek
Resources
Holdings,
Inc.,
8.25%,
9/1/31,
Callable
9/1/27
@
104.13(a)
........
200
194
Murphy
Oil
USA,
Inc.,
3.75%,
2/15/31,
Callable
2/15/26
@
101.88(a)
.................
275
254
Permian
Resources
Operating
LLC
5
.88%,
7/1/29,
Callable
8/2/25
@
101.47(a)
................................
280
281
6.25%,
2/1/33,
Callable
8/1/27
@
103.13(a)
................................
348
351
Sunoco
LP
7.25%,
5/1/32,
Callable
5/1/27
@
103.63(a)
................................
287
301
6.25%,
7/1/33,
Callable
7/1/28
@
103.13(a)
................................
400
407
Tallgrass
Energy
Partners
LP
/
Tallgrass
Energy
Finance
Corp.,
7.38%,
2/15/29,
Callable
2/15/26
@
103.69(a)
................................................
130
133
Venture
Global
LNG,
Inc.,
9.88%,
2/1/32,
Callable
2/1/27
@
104.94(a)
................
210
227
Venture
Global
Plaquemines
LNG
LLC,
7.75%,
5/1/35,
Callable
12/1/34
@
100(a)
........
300
325
Viper
Energy,
Inc.,
7.38%,
11/1/31,
Callable
11/1/26
@
103.69(a)
....................
35
37
Victory
Portfolios
Victory
High
Yield
Fund
13
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Vital
Energy,
Inc.,
7.88%,
4/15/32,
Callable
4/15/27
@
103.94(a)(i)
...................
$
225
$
192
4,476
Financials
(4.4%):
Acrisure
LLC/Acrisure
Finance,
Inc.,
7.50%,
11/6/30,
Callable
5/15/26
@
103.75(a)
.......
168
173
Arsenal
AIC
Parent
LLC,
8.00%,
10/1/30,
Callable
10/1/26
@
104(a)
..................
875
934
BCPE
Flavor
Debt
Merger
Sub
LLC
and
BCPE
Flavor
Issuer,
Inc.,
9.50%,
7/1/32,
Callable
7/1/28
@
104.75(a)
.................................................
300
307
Beach
Acquisition
Bidco
LLC,
10.00%,
7/15/33,
Callable
7/15/28
@
103(a)
.............
155
161
Boost
Newco
Borrower
LLC,
7.50%,
1/15/31,
Callable
1/15/27
@
103.75(a)
............
500
531
Credit
Acceptance
Corp.,
6.63%,
3/15/30,
Callable
3/15/27
@
103.31(a)
................
111
113
Enstar
Finance
LLC,
5.75%
(H15T5Y+547bps),
9/1/40,
Callable
9/1/25
@
100(f)
.........
73
73
EZCORP,
Inc.,
7.38%,
4/1/32,
Callable
4/1/28
@
103.69(a)
.........................
125
131
Ford
Motor
Credit
Co.
LLC,
6.13%,
3/8/34,
Callable
12/8/33
@
100
..................
13
13
Level
3
Financing,
Inc.
3.75%,
7/15/29,
Callable
8/2/25
@
100.94(a)(i)
.............................
306
258
3.88%,
10/15/30,
Callable
7/13/25
@
101.81(a)
.............................
334
290
6.88%,
6/30/33,
Callable
6/30/28
@
103.44(a)
..............................
102
104
Mobius
Merger
Sub,
Inc.,
9.00%,
6/1/30,
Callable
6/1/26
@
104.5(a)
..................
258
231
NCR
Atleos
Corp.,
9.50%,
4/1/29,
Callable
10/1/26
@
104.75(a)
.....................
80
88
NESCO
Holdings
II,
Inc.,
5.50%,
4/15/29,
Callable
8/2/25
@
101.38(a)
................
1,050
1,021
Park
Intermediate
Holdings
LLC/PK
Domestic
Property
LLC/PK
Finance
Co.-Issuer,
4.88%,
5/15/29,
Callable
8/2/25
@
101.22(a)(i)
...................................
80
77
PRA
Group,
Inc.,
8.88%,
1/31/30,
Callable
6/1/26
@
104.44(a)
......................
210
218
Shift4
Payments
LLC/Shift4
Payments
Finance
Sub,
Inc.,
6.75%,
8/15/32,
Callable
8/15/27
@
103.38(a)
.........................................................
150
156
Starwood
Property
Trust,
Inc.,
7.25%
,
4/1/29,
Callable
10/1/28
@
100(a)
...............
175
184
Voyager
Parent
LLC,
9.25%,
7/1/32,
Callable
7/1/28
@
104.63(a)
....................
306
319
5,382
Health
Care
(4.0%):
Acadia
Healthcare
Co.,
Inc.,
7.38%,
3/15/33,
Callable
3/15/28
@
103.69
(a)(i)
............
71
73
CHS/Community
Health
Systems,
Inc.,
10.88%,
1/15/32,
Callable
2/15/27
@
105.44(a)
....
71
75
CVS
Health
Corp.,
7.00%
(H15T5Y+289bps),
3/10/55,
Callable
12/10/29
@
100(f)
.......
96
99
DENTSPLY
SIRONA,
Inc.,
8.37%
(H15T5Y
+438bps),
9/12/55,
Callable
6/12/30
@
100(f)
..
157
158
Embecta
Corp.,
5.00%,
2/15/30,
Callable
2/15/27
@
101.25(a)(i)
.....................
1,000
903
Encompass
Health
Corp.,
4.63%,
4/1/31,
Callable
4/1/26
@
102.31
...................
80
78
Medline
Borrower
LP,
3
.88%,
4/1/29,
Callable
8/2/25
@
101.94(a)
...................
362
348
Medline
Borrower
LP/Medline
Co.-Issuer,
Inc.,
6.25%,
4/1/29,
Callable
4/1/26
@
103.13(a)
.
175
180
Organon
&
Co./Organon
Foreign
Debt
Co.-Issuer
BV,
5.13%,
4/30/31,
Callable
4/30/26
@
102.56(a)
.........................................................
700
608
Pediatrix
Medical
Group,
Inc.,
5.38%,
2/15/30,
Callable
8/2/25
@
102.69(a)
.............
500
494
Prestige
Brands,
Inc.,
3.75%,
4/1/31,
Callable
4/1/26
@
101.88(a)
....................
570
525
Prime
Healthcare
Services,
Inc.,
9.38%,
9/1/29,
Callable
9/1/26
@
104.69(a)
............
350
347
Tenet
Healthcare
Corp.
5.13%,
11/1/27,
Callable
7/18/25
@
100
..................................
556
555
6.13%,
10/1/28,
Callable
8/2/25
@
101.53
.................................
278
278
U.S.
Acute
Care
Solutions
LLC,
9.75%,
5/15/29
,
Callable
5/15/26
@
104.88(a)
..........
123
127
4,848
Industrials
(10.0%):
Alta
Equipment
Group,
Inc.,
9.00%,
6/1/29,
Callable
6/1/26
@
104.5(a)(i)
..............
70
65
American
Airlines,
Inc.
7.25%,
2/15/28,
Callable
8/2/25
@
103.63(a)
...............................
225
230
8.50%,
5/15/29,
Callable
11/15/25
@
104.25(a)
.............................
500
524
American
Airlines,
Inc./AAdvantage
Loyalty
IP
Ltd.,
5.75%,
4/20/29(a)
................
30
30
Axon
Enterprise,
Inc.,
6.25%,
3/15/33,
Callable
3/15/28
@
103.13(a)
..................
142
147
Beacon
Mobility
Corp.,
7.25%,
8/1/30,
Callable
8/1/27
@
103.63(a)
..................
102
104
BlueLinx
Holdings,
Inc.,
6.00%,
11/15/29,
Callable
8/2/25
@
103(a)
..................
64
62
Brightline
East
LLC,
11.00%,
1/31/30,
Callable
5/9/27
@
105.5(a)(i)
..................
105
78
Brundage-Bone
Concrete
Pumping
Holdings,
Inc.,
7.50%,
2/1/32,
Callable
2/1/28
@
103.75(a)
185
183
Builders
FirstSource,
Inc.,
6.38%,
3/1/34,
Callable
3/1/29
@
103.19(a)
.................
450
458
BWX
Technologies,
Inc.,
4.13%,
4/15/29,
Callable
7/18/25
@
101.03(a)
...............
150
145
Cornerstone
Building
Brands,
Inc.,
9.50%,
8/15/29,
Callable
8/15/26
@
104.75(a)
.........
514
474
EMRLD
Borrower
LP/Emerald
Co-Issuer,
Inc.,
6.75%,
7/15/31,
Callable
7/15/27
@
103.38(a)
482
499
Victory
Portfolios
Victory
High
Yield
Fund
14
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Enpro,
Inc.,
6.13%,
6/1/33,
Callable
6/1/28
@
103.06(a)
...........................
$
125
$
128
Esab
Corp.,
6.25%,
4/15/29,
Callable
4/15/26
@
103.13(a)
.........................
80
82
Genesee
&
Wyoming,
Inc.,
6.25%,
4/15/32,
Callable
4/15/27
@
103.13(a)
..............
344
351
Herc
Holdings,
Inc.,
7.25%,
6/15/33,
Callable
6/15/28
@
103.63(a)
...................
154
161
JetBlue
Airways
Corp./JetBlue
Loyalty
LP,
9.88%,
9/20/31,
Callable
8/27/27
@
104.94(a)
...
232
226
Masterbrand,
Inc.,
7.00%,
7/15/32,
Callable
7/15/27
@
103.5(a)
.....................
225
230
OneSky
Flight
LLC,
8.88%,
12/15/29,
Callable
12/15/26
@
104.44(a)
.................
367
382
QXO
Building
Products,
Inc.,
6.75%,
4/30/32,
Callable
4/30/28
@
103.38(a)
............
50
52
Rand
Parent
LLC,
8.50%,
2/15/30,
Callable
2/15/26
@
104.25
(a)(i)
...................
250
251
Resideo
Funding,
Inc.,
6.50%,
7/15/32,
Callable
7/15/27
@
103.25(a)
.................
350
359
Sensata
Technologies,
Inc.,
6.63%,
7/15/32,
Callable
7/15/27
@
103.31(a)
..............
175
180
Spirit
AeroSystems,
Inc.
9.38%,
11/30/29
,
Callable
11/30/25
@
104.69(a)
............................
625
665
9.75%,
11/15/30,
Callable
11/15/26
@
104.88(a)
............................
967
1,068
Standard
Industries,
Inc.
4.38%,
7/15/30,
Callable
8/2/25
@
102.19(a)
...............................
825
781
3.38%,
1/15/31,
Callable
8/2/25
@
101.69
(a)
...............................
1,000
898
Star
Leasing
Co.
LLC,
7.63%,
2/15/30,
Callable
2/15/27
@
103.81(a)
.................
110
109
The
GEO
Group,
Inc.,
8.63%,
4/15/29,
Callable
4/15/26
@
104.31
....................
53
56
The
Hertz
Corp.,
12.63%,
7/15/29,
Callable
7/15/27
@
106.31(a)
(i)
...................
400
418
TKC
Holdings,
Inc.,
10.50%,
5/15/29,
Callable
8/2/25
@
102.63(a)
...................
470
483
TransDigm,
Inc.,
6.00%,
1/15/33,
Callable
9/15/27
@
103(a)
........................
435
437
TriNet
Group,
Inc.,
7.13%,
8/15/31,
Callable
8/15/26
@
103.56(a)
....................
250
260
United
Rentals
North
America,
Inc.,
6.13%,
3/15/34,
Callable
3/15/29
@
103.06(a)
........
855
882
Waste
Pro
USA,
Inc.,
7.00%,
2/1/33,
Callable
2/1/28
@
103.5(a)
.....................
268
279
WESCO
Distribution,
Inc.,
7.25%,
6/15/28,
Callable
8/2/25
@
101.21(a)
...............
375
379
XPO,
Inc.,
7.13%,
6/1/31,
Callable
6/1/26
@
103.56(a)
............................
123
128
12,244
Information
Technology
(4.0%):
Block,
Inc.,
6.50%,
5/15/32,
Callable
5/15/27
@
103.25
...........................
992
1,024
Cloud
Software
Group,
Inc.
6.50%,
3/31/29,
Callable
9/30/25
@
103.25(a)
..............................
355
358
9.00%,
9/30/29,
Callable
9/30/25
@
104.5(a)
...............................
50
52
CoreWeave,
Inc.,
9.25%,
6/1/30,
Callable
6/1/27
@
104.63(a)
.......................
51
52
Diebold
Nixdorf,
Inc.,
7.75%,
3/31/30,
Callable
12/18/26
@
103.88(a)
.................
143
152
Ellucian
Holdings,
Inc.,
6.50%,
12/1/29,
Callable
12/1/26
@
103.25(a)
.................
260
266
EquipmentShare.com,
Inc.,
8.00%,
3/15/33,
Callable
9/15/27
@
104(a)
................
575
603
Gen
Digital,
Inc.
7.13%,
9/30/30,
Callable
9/30/25
@
103.56(a)
..............................
80
83
6.25%,
4/1/33,
Callable
4/1/28
@
103.13(a)
................................
111
114
Neptune
Bidco
US,
Inc.,
9.29%,
4/15/29,
Callable
10/15/25
@
104.65(a)
...............
544
530
Open
Text
Holdings,
Inc.,
4.13%,
12/1/31,
Callable
12/1/26
@
102.06(a)
...............
450
414
Rocket
Software,
Inc.,
9.00%,
11/28/28,
Callable
7/13/25
@
103(a)
...................
130
134
S&S
Holdings
LLC,
8.38%,
10/1/31,
Callable
10/1/27
@
104.19(a)
...................
250
244
Sabre
GLBL,
Inc.,
11.13%,
7/15/30,
Callable
7/15/27
@
105.56(a)
....................
103
108
UKG,
Inc.,
6.88%,
2/1/31,
Callable
2/1/27
@
103.44(a)
............................
500
519
Zebra
Technologies
Corp.,
6.50%,
6/1/32,
Callable
6/1/27
@
103.25(a)
................
225
231
4,884
Materials
(4.9%):
AAR
Escrow
Issuer
LLC,
6.75%,
3/15/29,
Callable
3/15/26
@
103.38(a)
...............
450
466
AmeriTex
HoldCo
Intermediate
LLC,
10.25%,
10/15/28,
Callable
10/15/25
@
105.13(a)(i)
..
879
933
ATI,
Inc.,
5.13%,
10/1/31,
Callable
10/1/26
@
102.56
.............................
350
343
Avient
Corp.,
6.25%,
11/1/31,
Callable
9/15/27
@
103.13(a)
........................
80
81
Axalta
Coating
Systems
LLC,
3.38%,
2/15/29,
Callable
8/2/25
@
100.84(a)
.............
300
284
Cleveland-Cliffs,
Inc.,
7.00%,
3/15/32,
Callable
3/15/27
@
103.5(a)(i)
.................
275
259
Clydesdale
Acquisition
Holdings,
Inc.,
6.75%,
4/15/32,
Callable
4/15/28
@
103.38(a)
......
100
103
Compass
Minerals
International,
Inc.,
8.00%,
7/1/30,
Callable
7/1/27
@
104(a)
...........
102
105
Dcli
Bidco
LLC,
7.75%,
11/15/29,
Callable
11/15/26
@
103.88(a)
....................
294
298
Knife
River
Corp.,
7.75%,
5/1/31,
Callable
5/1/26
@
103.88(a)
......................
450
474
Louisiana-Pacific
Corp.,
3.63%,
3/15/29,
Callable
8/2/25
@
100.91(a)
.................
150
143
Novelis
Corp.,
6.88%,
1/30/30,
Callable
1/30/27
@
103.44(a)
.......................
181
187
Sasol
Financing
USA
LLC,
8.75%,
5/3/29,
Callable
3/3/29
@
100(a)
..................
250
247
Victory
Portfolios
Victory
High
Yield
Fund
15
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Sealed
Air
Corp.,
6.50%,
7/15/32,
Callable
7/15/27
@
103.25(a)
.....................
$
450
$
466
Smyrna
Ready
Mix
Concrete
LLC,
8.88%,
11/15/31,
Callable
11/15/26
@
104.44(a)
.......
433
454
The
Chemours
Co.,
8.00%,
1/15/33,
Callable
1/15/28
@
104(a)
......................
1,159
1,085
5,928
Real
Estate
(2.1%):
Anywhere
Real
Estate
Group
LLC
/
Realogy
Co-Issuer
Corp.,
9.75%,
4/15/30,
Callable
4/15/27
@
104.88(a)
................................................
235
239
Cushman
&
Wakefield
U.S.
Borrower
LLC,
8.88%,
9/1/31,
Callable
9/1/26
@
104.44(a)
....
260
279
Forestar
Group,
Inc.,
6.50%,
3/15/33,
Callable
3/15/28
@
103.25(a)
...................
208
210
GLP
Capital
LP/GLP
Financing
II,
Inc.,
5.63%,
9/15/34,
Callable
6/15/34
@
100
.........
251
250
RHP
Hotel
Properties
LP/RHP
Finance
Corp.
4.50%,
2/15/29,
Callable
8/2/25
@
101.5(a)
................................
162
159
6.50%,
4/1/32,
Callable
4/1/27
@
103.25(a)
................................
79
81
Service
Properties
Trust,
8.63%,
11/15/31,
Callable
11/15/26
@
104.31(a)
..............
130
139
The
Howard
Hughes
Corp.,
4.38%,
2/1/31,
Callable
2/1/26
@
102.19(a)
................
819
756
Uniti
Group
LP/Uniti
Group
Finance,
Inc./CSL
Capital
LLC,
10.50%,
2/15/28,
Callable
9/15/25
@
105.25(a)
................................................
381
404
2,517
Utilities
(1.7%):
Calpine
Corp.,
5.13%,
3/15/28,
Callable
8/2/25
@
100.85(a)
........................
1,625
1,624
NRG
Energy,
Inc.,
5.75%,
7/15/29,
Callable
7/13/25
@
102.88(a)
....................
300
300
Vistra
Operations
Co.
LLC,
6.88%,
4/15/32,
Callable
4/15/27
@
103.44(a)
..............
150
157
2,081
Total
Corporate
Bonds
(Cost
$76,086)
a
a
a
74,962
Yankee
Dollars
(16.1%)
Communication
Services
(0.5%):
Bell
Telephone
Co.
of
Canada
or
Bell
Canada,
6.87%
(H15T5Y+239bps),
9/15/55,
Callable
6/15/30
@
100(f)
...................................................
61
62
Rogers
Communications,
Inc.,
7.00%
(H15T5Y+265bps),
4/15/55,
Callable
2/14/30
@
100(f)
111
114
Telecom
Italia
Capital
SA,
7.20%,
7/18/36
.....................................
125
133
Virgin
Media
Finance
PLC,
5.00%,
7/15/30,
Callable
8/2/25
@
102.5(a)
................
5
5
Vmed
O2
UK
Financing
I
PLC,
4.75%,
7/15/31,
Callable
7/15/26
@
102.38(a)
...........
240
222
536
Consumer
Discretionary
(6.2%):
Carnival
Corp.
6.00%,
5/1/29,
Callable
8/2/25
@
103(a)
..................................
1,000
1,010
6.13%,
2/15/33
,
Callable
2/15/28
@
103.06(a)(i)
............................
67
68
Flutter
Treasury
DAC,
5.88%,
6/4/31,
Callable
4/15/27
@
102.94(a)
..................
27
27
Global
Auto
Holdings
Ltd./AAG
FH
UK
Ltd.
11.50%,
8/15/29,
Callable
11/15/26
@
105.75(a)
............................
357
350
8.75%,
1/15/32,
Callable
1/15/27
@
104.38(a)
..............................
408
348
Great
Canadian
Gaming
Corp./Raptor
LLC,
8.75%,
11/15/29,
Callable
11/15/26
@
104.38(a)
147
144
IHO
Verwaltungs
GmbH,
8.00%,
11/15/32,
Callable
11/15/27
@
104(a)(j)
..............
850
868
International
Game
Technology
PLC
6.25%,
1/15/27,
Callable
7/15/26
@
100(a)
................................
300
303
5.25%,
1/15/29,
Callable
8/2/25
@
101.31(a)
...............................
1,250
1,239
Mattamy
Group
Corp.,
4.63%,
3/1/30,
Callable
8/2/25
@
102.31(a)
...................
260
250
Melco
Resorts
Finance
Ltd.,
5.38%,
12/4/29,
Callable
8/2/25
@
102.69(a)
..............
150
141
NCL
Corp.
Ltd.
5.88%,
3/15/26,
Callable
12/15/25
@
100(a)
...............................
228
228
6.75%,
2/1/32,
Callable
2/1/28
@
103.38(a)
................................
762
778
Royal
Caribbean
Cruises
Ltd.
5.63%,
9/30/31,
Callable
9/30/27
@
102.81(a)
..............................
111
112
6.25%,
3/15/32,
Callable
3/15/27
@
103.13(a)
..............................
89
91
6.00%,
2/1/33,
Callable
8/1/27
@
103(a)
..................................
1,055
1,075
Viking
Cruises
Ltd.,
9.13%,
7/15/31,
Callable
7/15/26
@
104.56(a)
...................
138
149
Viking
Ocean
Cruises
Ship
VII
Ltd.,
5.63%,
2/15/29,
Callable
8/2/25
@
101.41(a)
........
375
375
7,556
Victory
Portfolios
Victory
High
Yield
Fund
16
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Energy
(1.0%):
Baytex
Energy
Corp.,
7.38%,
3/15/32,
Callable
3/15/27
@
103.69(a)(i)
................
$
258
$
246
TechnipFMC
PLC,
6.50%,
2/1/26,
Callable
8/2/25
@
100(a)
........................
800
799
Vallourec
SACA,
7.50%,
4/15/32,
Callable
4/15/27
@
103.75(a)
.....................
50
52
Vermilion
Energy,
Inc.,
7.25%,
2/15/33,
Callable
2/28/28
@
103.63(a)
.................
180
169
1,266
Financials
(1.7%):
1261229
BC
Ltd.,
10.00%,
4/15/32,
Callable
4/15/28
@
105(a)
......................
195
197
Ardonagh
Finco
Ltd.,
7.75%,
2/15/31,
Callable
2/15/27
@
103.88(a)
..................
281
293
Belron
UK
Finance
PLC,
5
.75%,
10/15/29,
Callable
10/15/26
@
102.88(a)
..............
375
378
GGAM
Finance
Ltd.,
5.88%,
3/15/30,
Callable
9/15/26
@
102.94(a)
..................
300
302
Opal
Bidco
SAS,
6.50%,
3/31/32,
Callable
3/31/28
@
103.25(a)
.....................
200
204
UniCredit
SpA,
5.86%
(
USISOA05+370bps),
6/19/32,
Callable
6/19/27
@
100(a)(f)
.......
725
730
2,104
Health
Care
(0.1%):
Perrigo
Finance
Unlimited
Co.,
6.13%,
9/30/32,
Callable
9/30/27
@
103.06
.............
125
126
Industrials
(4.3%):
ATS
Corp.,
4.13%,
12/15/28,
Callable
8/2/25
@
101.03(a)
..........................
150
144
Avianca
Midco
2
PLC,
9.63%,
2/14/30,
Callable
2/14/27
@
104.81(a)
.................
368
339
Azorra
Finance
Ltd.,
7.75%,
4/15/30,
Callable
10/15/26
@
103.88(a)
..................
1,385
1,442
Bombardier,
Inc.
7.88%,
4/15/27,
Callable
8/2/25
@
100(a)
.................................
133
134
8.75%,
11/15/30,
Callable
11/15/26
@
104.38(a)
............................
875
948
7.25%,
7/1/31,
Callable
7/1/27
@
103.63(a)
................................
180
189
Cimpress
PLC,
7.38%,
9/15/32,
Callable
9/15/27
@
103.69(a)
.......................
130
124
Fibercop
SpA,
7.20%,
7/18/36,
Callable
4/18/36
@
100(a)
.........................
345
337
Grupo
Aeromexico
SAB
de
CV,
8.63%,
11/15/31,
Callable
11/15/27
@
104.31(a)
.........
506
483
Latam
Airlines
Group
SA,
7.88%,
4/15/30
,
Callable
10/15/26
@
103.94(a)(i)
............
332
336
Seaspan
Corp.,
5.50%,
8/1/29,
Callable
8/4/25
@
101.38(a)
.........................
225
213
VistaJet
Malta
Finance
PLC/Vista
Management
Holding,
Inc.,
6.38%,
2/1/30,
Callable
8/2/25
@
103.19(a)(i)
.....................................................
608
569
5,258
Information
Technology
(0.6%):
Seagate
HDD
Cayman
8.50%,
7/15/31,
Callable
7/15/26
@
104.25
................................
300
321
9.63%,
12/1/32
....................................................
300
340
661
Materials
(1.7%):
Alcoa
Nederland
Holding
BV,
7.13%
,
3/15/31,
Callable
3/15/27
@
103.56(a)
............
50
52
Aris
Mining
Corp.,
8.00%,
10/31/29,
Callable
10/31/26
@
104(a)
....................
90
92
Endeavour
Mining
PLC,
7.00%,
5/28/30,
Callable
5/28/27
@
103.5(a)
.................
200
201
Ivanhoe
Mines
Ltd.,
7.88%,
1/23/30,
Callable
1/23/27
@
103.94(a)
...................
143
143
Mineral
Resources
Ltd.,
9.25%,
10/1/28,
Callable
10/1/25
@
104.63(a)
................
260
265
NOVA
Chemicals
Corp.
9.00%,
2/15/30,
Callable
8/15/26
@
104.5(a)
...............................
1,150
1,242
7.00%,
12/1/31
,
Callable
12/1/27
@
103.5(a)
...............................
85
89
2,084
Total
Yankee
Dollars
(Cost
$19,126)
a
a
a
19,591
Commercial
Paper
(7.3%)
Consumer
Staples
(1.5%):
CVS
Health
Corp.,
4.85%,
7/7/25(a)(k)
.......................................
1,100
1,099
JBS
USA
Food
Group
Holdings,
Inc.,
4.90%,
7/1/25(a)(k)
..........................
800
800
1,899
Energy
(0.9%):
Canadian
Natural
Resources
Ltd.,
4.95%,
7/15/25(a)(k)
............................
1,100
1,098
Health
Care
(1.0%):
HCA,
Inc.
Victory
Portfolios
Victory
High
Yield
Fund
17
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
4.82%,
7/2/25(a)(k)
.................................................
$
450
$
450
4.89%,
7/17/25(a)(k)
................................................
750
748
1,198
Industrials
(2.7%):
Air
Lease
Corp.,
4.70%,
7/8/25(a)(k)
.........................................
1,100
1,099
Global
Payments,
Inc.
,
4.90%,
7/2/25(a)(k)
....................................
1,100
1,099
Sonoco
Products
Co.,
5.03%,
7/1/25(a)(k)
.....................................
1,100
1,100
3,298
Materials
(0.9%):
FMC
Corp.,
5.12%,
7/1/25(a)(k)
............................................
1,100
1,100
Technology
(0.3%):
Jabil,
Inc.,
5
.11%,
7/2/25(a)(k)
.............................................
360
360
Total
Commercial
Paper
(Cost
$8,954)
a
a
a
8,953
Shares
Exchange-Traded
Funds
(4.8%)
iShares
BB
Rated
Corporate
Bond
ETF(i)
.....................................
73,000
3,431
SPDR
Portfolio
High
Yield
Bond
ETF
........................................
100,000
2,380
Total
Exchange-Traded
Funds
(Cost
$5,588)
a
a
a
5,811
Collateral
for
Securities
Loaned
(3.8%)^
Goldman
Sachs
Financial
Square
Government
Fund,
Institutional
Shares,
4.23%(l)
........
1,149,502
1,149
HSBC
U.S.
Government
Money
Market
Fund,
Institutional
Shares,
4.27%(l)
............
1,149,502
1,149
Invesco
Government
&
Agency
Portfolio,
Institutional
Shares,
4.29%(l)
................
1,149,502
1,150
Morgan
Stanley
Institutional
Liquidity
Government
Portfolio,
Institutional
Shares,
4.24%(l)
.
1,149,502
1,150
Total
Collateral
for
Securities
Loaned
(Cost
$4,598)
a
a
a
4,598
Total
Investments
(Cost
$125,623)
102.4%
124,648
Liabilities
in
excess
of
other
assets
—  (2.4)%
(2,920)
NET
ASSETS
-
100.00%
$
121,728
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
17.6%
of
net
assets.
^
Purchased
with
cash
collateral
from
securities
on
loan.
(a)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$98,567
(thousands)
and
amounted
to
81.0%
of
net
assets.
(b)
Non-income
producing
security.
(c)
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(d)
Rounds
to
less
than
$1
thousand.
(e)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.0%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(f)
Variable
or
Floating-Rate
Security.
Rate
disclosed
is
as
of
June
30,
2025.
(g)
The
rates
for
this
senior
secured
loan
will
be
known
on
settlement
date
of
the
loan,
subsequent
to
this
report
date.
Senior
secured
loans
have
rates
that
will
fluctuate
over
time
in
line
with
prevailing
interest
rates.
(h)
Amount
represents
less
than
0.05%
of
net
assets.
(i)
All
or
a
portion
of
this
security
is
on
loan.
(j)
Up
to
8.75%
of
the
coupon
may
be
PIK.
(k)
Rate
represents
the
effective
yield
at
June
30,
2025.
(l)
Rate
disclosed
is
the
daily
yield
on
June
30,
2025.
ABS
Asset-Backed
Securities
bps
Basis
points
ETF
Exchange-Traded
Fund
H15T5Y
5
Year
Treasury
Constant
Maturity
Rate,
rate
disclosed
as
of
June
30,
2025.
ICE
Intercontinental
Exchange,
Inc.
Victory
Portfolios
Victory
High
Yield
Fund
18
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
IBA
ICE
Benchmark
Administration
Limited
LLC
Limited
Liability
Company
LP
Limited
Partnership
PIK
Payment-in-Kind
PLC
Public
Limited
Company
SOFR
Secured
Overnight
Financing
Rate
SOFR01M
1
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
SOFR03M
3
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
SOFR06M
6
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
USISOA05
ICE
IBA
-
USD
SOFR
Spread-Adjusted
ICE
5
Year
Swap
Rate,
rate
disclosed
as
of
June
30,
2025.
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
Tax-Exempt
Fund
19
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Municipal
Bonds
(100.0%)
Alabama
(2.3%):
Mobile
County
IDA
Revenue
AMT
,
Series
A
,
5
.00
%
,
6/1/54
,
Continuously
Callable
@100
..
$
250
$
238
Southeast
Energy
Authority
A
Cooperative
District
Revenue
,
Series
A
,
5
.00
%
,
1/1/56
......
500
509
747
Arizona
(1.6%):
City
of
Phoenix
Civic
Improvement
Corp.
Revenue
AMT
,
Series
B
,
5
.00
%
,
7/1/44
,
Continuously
Callable
@100
...........................................
540
536
Arkansas
(2.1%):
Arkansas
Development
Finance
Authority
Revenue
,
3
.20
%
,
12/1/49
,
Continuously
Callable
@100
...........................................................
750
523
University
of
Central
Arkansas
Revenue
(INS
-
Build
America
Mutual
Assurance
Co.)
,
Series
A
,
3
.00
%
,
11/1/49
,
Continuously
Callable
@100
............................
265
182
705
California
(1.3%):
San
Francisco
City
&
County
Airport
Comm-San
Francisco
International
Airport
Revenue
AMT
,
Series
A
,
4
.00
%
,
5/1/52
,
Continuously
Callable
@100
....................
500
419
Colorado
(5.0%):
Colorado
Educational
&
Cultural
Facilities
Authority
Revenue
,
4
.50
%
,
7/1/53
,
Continuously
Callable
@100
.....................................................
500
449
Colorado
Health
Facilities
Authority
Revenue
,
Series
A
,
4
.00
%
,
12/1/50
,
Continuously
Callable
@103
...........................................................
750
608
Gold
Hill
Mesa
Metropolitan
District
No.
2,
GO
(INS
-
Build
America
Mutual
Assurance
Co.)
,
Series
A
,
5
.50
%
,
12/1/47
,
Continuously
Callable
@100
........................
585
598
1,655
Florida
(11.4%):
Capital
Trust
Agency,
Inc.
Revenue
,
5
.00
%
,
8/1/55
,
Continuously
Callable
@100
.........
400
360
City
of
Pompano
Beach
Revenue
,
4
.00
%
,
9/1/50
,
Continuously
Callable
@103
...........
500
389
County
of
Broward
Airport
System
Revenue
AMT
,
Series
A
,
4
.00
%
,
10/1/49
,
Continuously
Callable
@100
.....................................................
500
418
County
of
Broward
Port
Facilities
Revenue
AMT
,
Series
B
,
4
.00
%
,
9/1/49
,
Continuously
Callable
@100
.....................................................
500
407
County
of
Lee
Airport
Revenue
AMT
,
5
.25
%
,
10/1/54
,
Continuously
Callable
@100
.......
500
502
County
of
Miami-Dade
Seaport
Department
Revenue
AMT
,
Series
B-1
,
4
.00
%
,
10/1/50
,
Continuously
Callable
@100
...........................................
500
407
Florida
Development
Finance
Corp.
Revenue
,
Series
A
,
5
.00
%
,
6/15/55
,
Continuously
Callable
@100
...........................................................
500
473
Hillsborough
County
IDA
Revenue
,
4
.00
%
,
8/1/50
,
Continuously
Callable
@100
.........
500
414
St.
Johns
County
IDA
Revenue
,
4
.00
%
,
8/1/55
,
Continuously
Callable
@103
............
500
384
3,754
Georgia
(4.9%):
Private
Colleges
&
Universities
Authority
Revenue
,
5
.25
%
,
10/1/51
,
Continuously
Callable
@100
...........................................................
500
515
The
Development
Authority
of
Burke
County
Revenue
,
Series
1
,
1
.80
%
,
7/1/49
,
Continuously
Callable
@100
(a)
...................................................
1,100
1,100
1,615
Guam
(3.0%):
Port
Authority
of
Guam
Revenue
,
Series
A
,
5
.00
%
,
7/1/48
,
Continuously
Callable
@100
....
1,000
993
Illinois
(12.9%):
Chicago
Board
of
Education
Dedicated
Capital
Improvement
Tax
Revenue
,
6
.00
%
,
4/1/46
,
Continuously
Callable
@100
...........................................
1,275
1,298
City
of
Chicago
Wastewater
Transmission
Revenue
,
Series
A
,
5
.00
%
,
1/1/47
,
Continuously
Callable
@100
.....................................................
1,000
1,001
Sales
Tax
Securitization
Corp.
Revenue
,
Series
C
,
5
.00
%
,
1/1/43
,
Continuously
Callable
@100
1,500
1,508
State
of
Illinois,
GO
,
Series
B
,
4
.50
%
,
5/1/48
,
Continuously
Callable
@100
.............
500
447
4,254
Indiana
(1.5%):
Indiana
Finance
Authority
Revenue
,
Series
A
,
5
.50
%
,
7/1/52
,
Continuously
Callable
@100
..
500
501
Iowa
(1.2%):
Iowa
Finance
Authority
Revenue
,
Series
A-1
,
4
.00
%
,
5/15/55
,
Continuously
Callable
@103
.
500
390
Victory
Portfolios
Victory
Tax-Exempt
Fund
20
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Maryland
(0.8%):
City
of
Gaithersburg
Revenue
,
5
.13
%
,
1/1/42
,
Continuously
Callable
@103
.............
$
250
$
252
Massachusetts
(1.3%):
University
of
Massachusetts
Building
Authority
Revenue
,
Series
2021-1
,
5
.00
%
,
11/1/39
,
Continuously
Callable
@100
...........................................
410
410
Michigan
(2.9%):
City
of
Detroit,
GO
,
Series
C
,
6
.00
%
,
5/1/43
,
Continuously
Callable
@100
..............
250
270
Michigan
Finance
Authority
Revenue
4
.00
%
,
2/15/50
,
Continuously
Callable
@100
...............................
500
416
4
.00
%
,
12/1/51
,
Continuously
Callable
@100
...............................
445
268
954
Missouri
(3.0%):
Health
&
Educational
Facilities
Authority
of
the
State
of
Missouri
Revenue
,
4
.25
%
,
12/1/42
,
Continuously
Callable
@100
(b)
........................................
1,150
1,003
New
Hampshire
(1.5%):
New
Hampshire
Business
Finance
Authority
Revenue
,
Series
A
,
5
.25
%
,
7/1/48
,
Continuously
Callable
@103
.....................................................
500
497
New
Jersey
(2.2%):
New
Jersey
Transportation
Trust
Fund
Authority
Revenue
Series
A
,
12/15/38
(c)
................................................
1,000
557
Series
BB
,
3
.50
%
,
6/15/46
,
Continuously
Callable
@100
......................
200
155
712
New
York
(12.0%):
Build
NYC
Resource
Corp.
Revenue
,
4
.75
%
,
6/15/53
,
Continuously
Callable
@100
.......
350
306
City
of
Dunkirk,
GO
,
7
.50
%
,
7/24/25
(b)
......................................
250
251
Metropolitan
Transportation
Authority
Dedicated
Tax
Fund
Revenue
,
Series
B-1
,
5
.00
%
,
11/15/56
,
Continuously
Callable
@100
...................................
1,545
1,489
Metropolitan
Transportation
Authority
Revenue
,
Series
D-3
,
4
.00
%
,
11/15/49
,
Continuously
Callable
@100
.....................................................
500
415
New
York
Counties
Tobacco
Trust
II
Revenue
,
5
.75
%
,
6/1/43
,
Continuously
Callable
@100
.
170
170
New
York
State
Dormitory
Authority
Revenue
,
6
.00
%
,
7/1/40
,
Continuously
Callable
@100
.
175
153
Schenectady
County
Capital
Resource
Corp.
Revenue
,
5
.25
%
,
7/1/52
,
Continuously
Callable
@100
...........................................................
200
207
TSASC,
Inc.
Revenue
,
Series
A
,
5
.00
%
,
6/1/41
,
Continuously
Callable
@100
............
1,000
974
3,965
North
Carolina
(2.0%):
North
Carolina
Medical
Care
Commission
Revenue
Series
A
,
4
.00
%
,
9/1/50
,
Continuously
Callable
@100
.........................
500
380
Series
A
,
4
.00
%
,
10/1/50
,
Continuously
Callable
@103
........................
350
271
651
Ohio
(9.4%):
Buckeye
Tobacco
Settlement
Financing
Authority
Revenue
,
Series
B-2
,
5
.00
%
,
6/1/55
,
Continuously
Callable
@100
...........................................
900
764
County
of
Franklin
Revenue
,
Series
B
,
5
.00
%
,
7/1/45
,
Continuously
Callable
@103
.......
500
482
County
of
Hardin
Revenue
,
5
.00
%
,
5/1/30
,
Continuously
Callable
@103
...............
350
344
Logan
Elm
Local
School
District,
GO
,
4
.00
%
,
11/1/55
,
Continuously
Callable
@100
......
1,500
1,251
Ohio
Higher
Educational
Facility
Commission
Revenue
,
6
.00
%
,
9/1/47
,
Continuously
Callable
@100
...........................................................
250
257
3,098
Pennsylvania
(2.5%):
Pennsylvania
Economic
Development
Financing
Authority
Revenue
,
Series
A-2
,
4
.00
%
,
5/15/53
,
Continuously
Callable
@100
....................................
1,000
831
South
Carolina
(1.5%):
Charleston
County
Airport
District
Revenue
AMT
,
Series
A
,
5
.25
%
,
7/1/54
,
Continuously
Callable
@100
.....................................................
500
507
Texas
(8.1%):
Arlington
Higher
Education
Finance
Corp.
Revenue
(NBGA
-
Texas
Permanent
School
Fund)
,
4
.13
%
,
8/15/54
,
Continuously
Callable
@100
...............................
500
424
City
of
Arlington
Tax
Allocation
,
4
.00
%
,
8/15/50
,
Continuously
Callable
@100
..........
500
383
Victory
Portfolios
Victory
Tax-Exempt
Fund
21
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Clifton
Higher
Education
Finance
Corp.
Revenue
(NBGA
-
Texas
Permanent
School
Fund)
,
4
.25
%
,
4/1/53
,
Continuously
Callable
@100
...............................
$
750
$
664
Port
of
Port
Arthur
Navigation
District
Revenue
Series
A
,
2
.05
%
,
4/1/40
,
Continuously
Callable
@100
(a)
.......................
100
100
Series
C
,
2
.00
%
,
4/1/40
,
Continuously
Callable
@100
(a)
.......................
1,100
1,100
2,671
Utah
(4.4%):
Military
Installation
Development
Authority
Revenue
,
Series
A-1
,
4
.00
%
,
6/1/41
,
Continuously
Callable
@103
.....................................................
250
217
Utah
Charter
School
Finance
Authority
Revenue
,
Series
A
,
5
.63
%
,
6/15/42
,
Continuously
Callable
@100
(b)
...................................................
250
246
Utah
Infrastructure
Agency
Revenue
,
Series
A
,
5
.00
%
,
10/15/40
,
Continuously
Callable
@100
1,000
984
1,447
Wisconsin
(1.2%):
Wisconsin
Health
&
Educational
Facilities
Authority
Revenue
,
4
.00
%
,
1/1/47
,
Continuously
Callable
@103
.....................................................
500
407
Total
Municipal
Bonds
(Cost
$36,535)
a
a
a
32,974
Total
Investments
(Cost
$36,535)
100.0%
32,974
Other
assets
in
excess
of
liabilities
—  (0.0)%(d)
9
NET
ASSETS
-
100.00%
$
32,983
(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.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$1,500
(thousands)
and
amounted
to
4.5%
of
net
assets.
(c)
Zero-coupon
bond.
(d)
Amount
represents
less
than
0.05%
of
net
assets.
AMT
Alternative
Minimum
Tax
Continuously
callable
Investment
is
continuously
callable
or
will
be
continuously
callable
on
any
date
after
the
first
call
date
until
its
maturity.
GO
General
Obligation
IDA
Industrial
Development
Authority
Credit
Enhancements
—Adds
the
financial
strength
of
the
provider
of
the
enhancement
to
support
the
issuer’s
ability
to
repay
the
principal
and
interest
payments
when
due.
The
enhancement
may
be
provided
by
a
high-quality
bank,
insurance
company
or
other
corporation,
or
a
collateral
trust.
The
enhancements
do
not
guarantee
the
market
values
of
the
securities.
INS—Principal
and
interest
payments
are
insured
by
the
name
listed.
Although
bond
insurance
reduces
the
risk
of
loss
due
to
default
by
an
issuer,
such
bonds
remain
subject
to
the
risk
that
value
may
fluctuate
for
other
reasons,
and
there
is
no
assurance
that
the
insurance
company
will
meet
its
obligations.
NBGA—Principal
and
interest
payments
or,
under
certain
circumstances,
underlying
mortgages
are
guaranteed
by
a
nonbank
guarantee
agreement
from
the
name
listed.
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
High
Income
Municipal
Bond
Fund
22
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Municipal
Bonds
(98.6%)
Alabama
(5.8%):
Mobile
County
IDA
Revenue
AMT
,
Series
A
,
5
.00
%
,
6/1/54
,
Continuously
Callable
@100
..
$
250
$
238
Southeast
Energy
Authority
A
Cooperative
District
Revenue
Series
A
,
5
.00
%
,
1/1/56
,
(Put
Date
6/1/35)
(a)
...............................
1,000
1,018
Series
B
,
5
.25
%
,
3/1/55
,
(Put
Date
1/1/33)
(a)
...............................
1,000
1,045
2,301
Arizona
(7.2%):
Arizona
IDA
Revenue
4
.00
%
,
12/15/51
,
Continuously
Callable
@100
(b)
............................
700
524
Series
A
,
4
.00
%
,
7/15/51
,
Continuously
Callable
@100
(b)
......................
500
363
La
Paz
County
IDA
Revenue
,
4
.00
%
,
2/15/51
,
Continuously
Callable
@100
.............
280
210
Maricopa
County
IDA
Revenue
AMT
,
4
.00
%
,
10/15/47
,
Continuously
Callable
@104
(b)
....
500
429
The
County
of
Pima
IDA
Revenue
4
.00
%
,
6/15/51
,
Continuously
Callable
@100
(b)
............................
500
381
Series
A
,
6
.88
%
,
11/15/52
,
Continuously
Callable
@103
(b)
.....................
250
266
The
IDA
of
the
City
of
Phoenix
Revenue
,
4
.00
%
,
12/1/51
,
Continuously
Callable
@100
(b)
..
1,000
676
2,849
California
(0.1%):
California
County
Tobacco
Securitization
Agency
Revenue
,
Series
B-1
,
5
.00
%
,
6/1/49
,
Continuously
Callable
@100
...........................................
35
35
Colorado
(3.2%):
Colorado
Educational
&
Cultural
Facilities
Authority
Revenue
,
Series
A-1
,
6
.88
%
,
2/1/59
,
Continuously
Callable
@100
(b)
........................................
1,000
1,011
Denver
Health
&
Hospital
Authority
Revenue
,
Series
A
,
5
.13
%
,
12/1/50
,
Continuously
Callable
@100
...........................................................
250
248
1,259
Delaware
(0.9%):
Delaware
State
Economic
Development
Authority
Revenue
,
4
.00
%
,
6/1/52
,
Continuously
Callable
@100
.....................................................
500
374
Florida
(6.7%):
Capital
Trust
Agency,
Inc.
Revenue
,
6
.38
%
,
5/1/53
,
Continuously
Callable
@100
(b)
.......
250
254
Escambia
County
Health
Facilities
Authority
Revenue
(INS
-
Assured
Guaranty
Municipal
Corp.)
,
3
.00
%
,
8/15/50
,
Continuously
Callable
@100
.........................
1,000
689
Florida
Development
Finance
Corp.
Revenue
4
.00
%
,
7/1/55
,
Continuously
Callable
@100
...............................
500
375
5
.25
%
,
10/1/56
,
Continuously
Callable
@100
(b)
............................
500
462
Pinellas
County
Educational
Facilities
Authority
Revenue
,
Series
A
,
4
.00
%
,
6/1/46
,
Continuously
Callable
@100
(b)
........................................
500
366
Seminole
County
IDA
Revenue
,
Series
A
,
4
.00
%
,
6/15/56
,
Continuously
Callable
@100
(b)
..
705
532
2,678
Georgia
(2.3%):
The
Burke
County
Development
Authority
Revenue
(NBGA
-
Southern
Co.)
,
Series
GA
,
1
.80
%
,
11/1/52
,
Continuously
Callable
@100
(c)
.............................
600
600
The
Development
Authority
of
Burke
County
Revenue
,
Series
1
,
1
.80
%
,
7/1/49
,
Continuously
Callable
@100
(c)
...................................................
300
300
900
Indiana
(3.6%):
Indiana
Finance
Authority
Revenue
Series
A
,
4
.13
%
,
12/1/26
.............................................
1,000
1,005
Series
A
,
5
.00
%
,
7/1/55
,
Continuously
Callable
@100
.........................
500
446
1,451
Iowa
(2.1%):
Iowa
Finance
Authority
Revenue
Series
A
,
5
.00
%
,
5/15/48
,
Continuously
Callable
@100
........................
500
467
Series
A-1
,
4
.00
%
,
5/15/55
,
Continuously
Callable
@103
......................
500
390
857
Kentucky
(1.2%):
Louisville/Jefferson
County
Metropolitan
Government
Revenue
,
Series
A
,
5
.00
%
,
5/15/52
,
Continuously
Callable
@100
...........................................
500
478
Victory
Portfolios
Victory
High
Income
Municipal
Bond
Fund
23
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Maryland
(0.4%):
Maryland
Economic
Development
Corp.
Revenue
,
4
.25
%
,
7/1/50
,
Continuously
Callable
@100
...........................................................
$
200
$
173
Massachusetts
(3.7%):
Massachusetts
Development
Finance
Agency
Revenue
4
.00
%
,
10/1/32
,
Continuously
Callable
@103
(b)
............................
300
291
5
.00
%
,
7/1/47
,
Continuously
Callable
@100
...............................
250
237
5
.25
%
,
7/1/55
,
Continuously
Callable
@100
...............................
1,000
956
1,484
Minnesota
(0.8%):
City
of
Woodbury
Revenue
,
4
.00
%
,
7/1/51
,
Continuously
Callable
@103
...............
400
304
Missouri
(1.1%):
Health
&
Educational
Facilities
Authority
of
the
State
of
Missouri
Revenue
,
4
.25
%
,
12/1/42
,
Continuously
Callable
@100
(b)
........................................
500
436
New
Hampshire
(1.0%):
New
Hampshire
Business
Finance
Authority
Revenue
,
4
.00
%
,
1/1/51
,
Continuously
Callable
@103
...........................................................
500
384
New
Jersey
(2.1%):
New
Jersey
Transportation
Trust
Fund
Authority
Revenue
,
Series
A
,
12/15/38
(d)
..........
1,500
835
New
Mexico
(2.2%):
New
Mexico
Hospital
Equipment
Loan
Council
Revenue
,
Series
A
,
5
.00
%
,
7/1/49
,
Continuously
Callable
@102
...........................................
500
441
Winrock
Town
Center
Tax
Increment
Development
District
No.
1
Tax
Allocation
,
4
.25
%
,
5/1/40
,
Continuously
Callable
@103
(b)
...................................
500
450
891
New
York
(11.7%):
Build
NYC
Resource
Corp.
Revenue
5
.75
%
,
6/1/52
,
Continuously
Callable
@100
(b)
.............................
250
251
5
.75
%
,
6/1/62
,
Continuously
Callable
@100
(b)
.............................
250
246
Series
A
,
4
.00
%
,
6/15/51
,
Continuously
Callable
@100
(b)
......................
500
375
Series
A
,
5
.00
%
,
6/15/51
,
Continuously
Callable
@100
(b)
......................
100
91
Build
NYC
Resource
Corp.
Revenue
AMT
,
5
.50
%
,
7/1/55
,
Continuously
Callable
@100
....
100
101
City
of
Dunkirk,
GO
,
7
.50
%
,
7/24/25
(b)
......................................
500
501
Metropolitan
Transportation
Authority
Revenue
Series
A-2
,
5
.00
%
,
11/15/45
,
(Put
Date
5/15/30)
(a)
...........................
365
392
Series
D-3
,
4
.00
%
,
11/15/49
,
Continuously
Callable
@100
.....................
500
415
Monroe
County
Industrial
Development
Corp.
Revenue
,
5
.00
%
,
12/1/46
,
Continuously
Callable
@100
.....................................................
600
587
New
York
State
Dormitory
Authority
Revenue
4
.00
%
,
7/1/40
,
Continuously
Callable
@100
...............................
200
167
6
.00
%
,
7/1/40
,
Continuously
Callable
@100
...............................
1,000
873
Onondaga
Civic
Development
Corp.
Revenue
,
5
.00
%
,
10/1/40
,
Continuously
Callable
@100
.
250
210
Western
Regional
Off-Track
Betting
Corp.
Revenue
,
4
.13
%
,
12/1/41
,
Continuously
Callable
@100
(b)
.........................................................
500
439
4,648
North
Carolina
(0.6%):
North
Carolina
Medical
Care
Commission
Revenue
,
5
.00
%
,
10/1/50
,
Continuously
Callable
@103
...........................................................
250
226
North
Dakota
(2.4%):
City
of
Grand
Forks
Revenue
,
5
.00
%
,
12/1/36
,
Continuously
Callable
@100
............
1,000
968
Ohio
(4.4%):
County
of
Hardin
Revenue
,
5
.50
%
,
5/1/50
,
Continuously
Callable
@103
...............
500
452
Northeast
Ohio
Medical
University
Revenue
,
Series
A
,
4
.00
%
,
12/1/45
,
Continuously
Callable
@100
...........................................................
225
189
Ohio
Higher
Educational
Facility
Commission
Revenue
6
.00
%
,
9/1/47
,
Continuously
Callable
@100
...............................
250
257
Series
2025
,
5
.50
%
,
10/1/50
,
Continuously
Callable
@100
.....................
865
861
1,759
Victory
Portfolios
Victory
High
Income
Municipal
Bond
Fund
24
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Oklahoma
(0.7%):
Tulsa
Municipal
Airport
Trust
Trustees
Revenue
AMT
,
6
.25
%
,
12/1/40
,
Continuously
Callable
@100
...........................................................
$
250
$
269
Oregon
(1.9%):
Clackamas
County
Hospital
Facility
Authority
Revenue
Series
A
,
5
.00
%
,
11/15/52
,
Continuously
Callable
@102
.......................
500
445
Series
A
,
5
.38
%
,
11/15/55
,
Continuously
Callable
@102
.......................
100
93
Yamhill
County
Hospital
Authority
Revenue
,
Series
A
,
5
.00
%
,
11/15/51
,
Continuously
Callable
@103
...........................................................
250
202
740
Pennsylvania
(2.7%):
Bucks
County
IDA
Revenue
,
5
.00
%
,
7/1/54
,
Continuously
Callable
@100
..............
500
466
Chester
County
IDA
Revenue
,
6
.00
%
,
10/15/52
,
Continuously
Callable
@100
(b)
.........
500
499
Philadelphia
IDA
Revenue
,
Series
DB-8161
,
2
.15
%
,
7/1/61
,
Callable
8/6/26
@
100
(b)
(c)
...
100
100
1,065
South
Carolina
(4.8%):
County
of
Lancaster
Special
Assessment
,
Series
A
,
5
.00
%
,
12/1/37
,
Continuously
Callable
@100
...........................................................
1,675
1,675
County
of
Richland
Special
Assessment
,
3
.63
%
,
11/1/31
,
Continuously
Callable
@103
(b)
...
290
252
1,927
Texas
(4.6%):
City
of
Houston
Airport
System
Revenue
AMT
,
4
.00
%
,
7/15/41
,
Continuously
Callable
@100
750
644
Mission
Economic
Development
Corp.
Revenue
AMT
,
5
.00
%
,
12/1/64
,
(Put
Date
6/1/30)
(a)
.
400
408
Port
of
Port
Arthur
Navigation
District
Revenue
Series
B
,
2
.05
%
,
4/1/40
,
Continuously
Callable
@100
(c)
.......................
200
200
Series
C
,
2
.00
%
,
4/1/40
,
Continuously
Callable
@100
(c)
.......................
600
600
1,852
Utah
(5.4%):
Military
Installation
Development
Authority
Revenue
Series
A-1
,
4
.00
%
,
6/1/41
,
Continuously
Callable
@103
.......................
250
217
Series
A-1
,
4
.00
%
,
6/1/52
,
Continuously
Callable
@103
.......................
250
197
Utah
Charter
School
Finance
Authority
Revenue
2
.75
%
,
4/15/50
,
Continuously
Callable
@100
...............................
525
323
Series
A
,
5
.63
%
,
6/15/42
,
Continuously
Callable
@100
(b)
......................
250
246
Utah
Infrastructure
Agency
Revenue
,
Series
A
,
5
.38
%
,
10/15/40
,
Continuously
Callable
@100
1,150
1,159
2,142
Vermont
(3.8%):
Vermont
Economic
Development
Authority
Revenue
,
4
.00
%
,
5/1/45
,
Continuously
Callable
@103
...........................................................
500
396
Vermont
Educational
&
Health
Buildings
Financing
Agency
Revenue
5
.00
%
,
10/15/46
,
Continuously
Callable
@100
..............................
750
656
6
.00
%
,
10/1/52
,
Continuously
Callable
@100
(b)
............................
500
442
1,494
Virginia
(0.6%):
Salem
Economic
Development
Authority
Revenue
,
6
.00
%
,
4/1/50
,
Continuously
Callable
@100
...........................................................
235
243
West
Virginia
(3.0%):
Monongalia
County
Commission
Excise
Tax
District
Revenue
,
Series
A
,
5
.75
%
,
6/1/43
,
Continuously
Callable
@100
(b)
........................................
1,000
1,003
West
Virginia
Economic
Development
Authority
Revenue
AMT
,
5
.45
%
,
1/1/55
,
(Put
Date
3/27/35)
(a)
(b)
.....................................................
200
204
1,207
Wisconsin
(7.6%):
Public
Finance
Authority
Revenue
4
.00
%
,
4/1/52
,
Continuously
Callable
@100
(b)
.............................
500
393
Series
A
,
4
.25
%
,
12/1/51
,
Continuously
Callable
@100
(b)
......................
500
385
Series
A
,
5
.88
%
,
6/1/52
,
Continuously
Callable
@100
(b)
......................
250
231
Series
A
,
5
.25
%
,
3/1/55
,
Continuously
Callable
@100
(b)
......................
500
458
Series
A
,
5
.00
%
,
7/1/55
,
Continuously
Callable
@100
(b)
......................
500
439
Series
A-1
,
4
.00
%
,
7/1/51
,
Continuously
Callable
@100
(b)
.....................
500
397
Wisconsin
Health
&
Educational
Facilities
Authority
Revenue
4
.00
%
,
1/1/47
,
Continuously
Callable
@103
...............................
500
407
Victory
Portfolios
Victory
High
Income
Municipal
Bond
Fund
25
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
4
.00
%
,
12/1/51
,
Continuously
Callable
@100
...............................
$
500
$
321
3,031
Total
Municipal
Bonds
(Cost
$44,165)
a
a
a
39,260
Total
Investments
(Cost
$44,165)
98.6%
39,260
Other
assets
in
excess
of
liabilities
—  1.4%
540
NET
ASSETS
-
100.00%
$
39,800
(a)
Put
Bond.
(b)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$13,393
(thousands)
and
amounted
to
33.7%
of
net
assets.
(c)
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.
(d)
Zero-coupon
bond.
AMT
Alternative
Minimum
Tax
Continuously
callable
Investment
is
continuously
callable
or
will
be
continuously
callable
on
any
date
after
the
first
call
date
until
its
maturity.
GO
General
Obligation
IDA
Industrial
Development
Authority
Credit
Enhancements
—Adds
the
financial
strength
of
the
provider
of
the
enhancement
to
support
the
issuer’s
ability
to
repay
the
principal
and
interest
payments
when
due.
The
enhancement
may
be
provided
by
a
high-quality
bank,
insurance
company
or
other
corporation,
or
a
collateral
trust.
The
enhancements
do
not
guarantee
the
market
values
of
the
securities.
INS—Principal
and
interest
payments
are
insured
by
the
name
listed.
Although
bond
insurance
reduces
the
risk
of
loss
due
to
default
by
an
issuer,
such
bonds
remain
subject
to
the
risk
that
value
may
fluctuate
for
other
reasons,
and
there
is
no
assurance
that
the
insurance
company
will
meet
its
obligations.
NBGA—Principal
and
interest
payments
or,
under
certain
circumstances,
underlying
mortgages
are
guaranteed
by
a
nonbank
guarantee
agreement
from
the
name
listed.
Schedule
of
Portfolio
Investments
June
30,
2025
Victory
Portfolios
Victory
Floating
Rate
Fund
26
(Unaudited)
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Collateralized
Loan
Obligations
(0.9%)
Cash
Flow
CLO
(0.9%):
CIFC
Funding
Ltd.,
Series
2020-4A,
Class
DR,
7.06%
(TSFR3M+280bps),
1/15/40,
Callable
1/15/27
@
100(a)(b)
.................................................
$
1,375
$
1,354
Magnetite
XXX
Ltd.,
Series
2021-30A,
Class
D2R,
8.28%
(TSFR3M+400bps),
10/25/37,
Callable
10/25/26
@
100(a)(b)
.........................................
1,375
1,388
Magnetite
XXXIX
Ltd.,
Series
2023-39A,
Class
E2R,
9.53%
(TSFR3M+525bps),
1/25/37,
Callable
1/25/26
@
100(a)(b)
..........................................
1,000
997
3,739
Total
Collateralized
Loan
Obligations
(Cost
$3,821)
a
a
a
3,739
Shares
Common
Stocks
(1.9%)
Communication
Services
(0.4%):
Entercom
Media
Corp.(c)
.................................................
147,854
1,774
Consumer
Discretionary
(0.2%):
Jo-Ann
Stores
LLC(c)(d)
.................................................
38,650
Men's
Wearhouse,
Inc.(c)(d)
...............................................
32,607
652
652
Health
Care
(1.3%):
Air
Methods
Corp.(c)
....................................................
79,744
4,984
Covis
Parent
SCA,
Class
A
Shares(c)(e)
.......................................
10,030
Covis
Parent
SCA,
Class
B
Shares(c)(e)
.......................................
10,030
Covis
Parent
SCA,
Class
C
Shares(c)(e)
.......................................
10,030
Covis
Parent
SCA,
Class
D
Shares(c)(e)
.......................................
10,030
Covis
Parent
SCA,
Class
E
Shares(c)(e)
.......................................
10,030
Rising
Tide
Holdings,
Inc.(c)(d)
............................................
241,726
24
5,008
Total
Common
Stocks
(Cost
$5,022)
a
a
a
7,434
Principal
Amount
(000)
Senior
Secured
Loans
(79.7%)
Communication
Services
(8.1%):
Audacy
Capital
LLC,
Tranche
A
Term
Loan,
F
irst
Lien,
11.44%
(SOFR01M+700bps),
9/30/28(a)
........................................................
461
457
Audacy
Capital
LLC,
Tranche
B
Term
Loan,
First
Lien,
10.44%
(SOFR01M+600bps),
10/1/29(a)(f)
......................................................
3,863
3,143
CSC
Holdings
LLC,
Term
Loan
2022,
First
Lien,
8.81%
(SOFR01M+450bps),
1/18/28(a)
...
3,855
3,798
Cumulus
Media
New
Holdings,
Inc.,
Incremental
Term
Loan
Facility,
First
Lien,
9.26%
(SOFR03M+500bps),
3/31/26(a)
........................................
14,406
3,515
Dotdash
Meredith,
Inc.,
Term
B-2
Loan,
7.82%
(SOFR01M+350bps),
6/7/32(a)
..........
720
719
Frontier
Communications
Holdings
LLC,
Initial
Term
Loans,
First
Lien,
6.79%
(SOFR06M+250bps),
7/1/31(a)
.........................................
3,284
3,279
Gray
Television,
Inc.,
Term
D
Loan,
First
Lien,
7.44%
(SOFR01M+300bps),
12/1/28(a)
....
4,143
4,002
iHeartCommunications,
Inc.,
Second
Amendment
Incremental
Term
Loan,
First
Lien,
10.22%
(SOFR01M+578bps),
5/1/29(a)
.........................................
3,582
2,909
River
Rock
Entertainment
Authority,
6/25/31(g)
.................................
860
834
Virgin
Media
Bristol
LLC,
N
Facility,
First
Lien,
7.37%
(SOFR06M+318bps),
3/31/31(a)
...
4,250
4,191
Ziggo
Financing
Partnership,
Term
Loan
I
Facility,
First
Lien,
6.93%
(SOFR01M+250bps),
4/30/28(a)
........................................................
6,000
5,857
32,704
Consumer
Discretionary
(15.6%):
19th
Holdings
Golf
LLC,
Initial
Term
Loans,
First
Lien,
7.66%
(SOFR01M+325bps),
2/7/29(a)
2,196
2,161
Caesars
Entertainment,
Inc.,
2023
Incremental
Term
B
Loan,
First
Lien,
6.58%
(SOFR01M+225bps),
2/6/30(a)
.........................................
4,789
4,779
Carnival
Corp.,
2025
Repricing
Advance,
First
Lien,
6.31%
(SOFR01M+200bps),
10/18/28(a)
4,607
4,602
Carnival
Corp.,
2025
Repricing
Advance,
First
Lien,
6.31%
(SOFR01M+200bps),
8/9/27(a)
.
163
162
Cengage
Learning,
Inc.,
2024
Refinancing
Term
Loan,
First
Lien,
7.83%
(SOFR03M+350bps),
3/24/31(a)
........................................................
3,950
3,956
Entain
PLC,
Facility
B
(USD)
Loan,
First
Lien,
6.67%
(SOFR03M+250bps),
3/29/27(a)
....
1,915
1,916
Victory
Portfolios
Victory
Floating
Rate
Fund
27
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Fitness
International
LLC,
Term
B
Loan,
First
Lien,
9.58%
(SOFR01M+525bps),
2/12/29(a)
.
$
4,444
$
4,448
Fleet
Midco
I
Ltd.,
Term
Loan
B2,
First
Lien,
7.06%
(SOFR06M+275bps),
2/10/31(a)
.....
2,722
2,725
Flutter
Financing
B.V.,
Refinancing
Term
B
Loan,
First
Lien,
6.05%
(SOFR03M+175bps),
11/30/30(a)
.......................................................
4,925
4,907
Graham
Packaging
Co.,
Inc.,
Initial
Term
Loan,
First
Lien,
6.83%
(SOFR01M+250bps),
8/4/27(a)
.........................................................
2,343
2,347
Hanesbrands,
Inc.,
Initial
Trance
B
Term
Loan,
First
Lien,
7.08%
(SOFR01M+275bps),
3/8/32(a)
.........................................................
1,359
1,361
Harbor
Freight
Tools
USA,
Inc.,
Replacement
Term
Loan,
6.58%
(SOFR01M+225bps),
6/11/31(a)
........................................................
1,000
978
Hilton
Grand
Vacations
Borrower
LLC,
Amendment
No.
4
Term
Loans,
First
Lien,
6.33%
(SOFR01M+200bps),
1/17/31(a)
........................................
1,448
1,445
Holley
Purchaser,
Inc.,
Initial
Term
Loan,
First
Lien,
8.19%
(SOFR01M+375bps),
11/10/28(a)
4,087
3,777
Houghton
Mifflin
Harcourt
Co.,
Term
B
Loans,
First
Lien,
9.63%
(SOFR01M+525bps),
4/7/29(a)
.........................................................
3,286
3,205
LBM
Acquisition
LLC,
Initial
Term
Loan,
First
Lien,
8.18%
(SOFR01M+375bps),
12/20/27(a)
4,552
4,482
Marriott
Ownership
Resorts,
Inc.,
2024
Incremental
Term
Loans,
First
Lien,
6.58%
(SOFR01M+225bps),
4/1/31(a)
.........................................
4,950
4,950
McGraw-Hill
Education,
Inc.,
2024
Term
Loans,
First
Lien,
7.58%
(SOFR03M+325bps),
8/6/31(a)
.........................................................
4,019
4,030
Petco
Health
and
Wellness
Co.,
Inc.,
Initial
Term
Loans,
First
Lien,
7.81%
(SOFR03M+325bps),
2/25/28(a)
........................................
3,377
3,103
RVR
Dealership
Holdings
LLC,
2/8/28(g)
.....................................
1,995
1,821
Travel
+
Leisure
Co.,
Term
Loan
B,
First
Lien,
6.83%
(SOFR03M+250bps),
12/14/29(a)
....
2,173
2,174
63,329
Consumer
Staples
(2.1%):
B&G
Foods,
Inc.,
Tranche
B-5
Term
Loans,
First
Lien,
7.83%
(SOFR01M+350bps),
10/10/29(a)
.......................................................
6,401
5,814
First
Brands
Group
LLC,
2021
Term
Loans,
First
Lien,
9.54%
(SOFR03M+500bps),
3/24/27(a)
2,266
2,137
Goat
Holdco
LLC,
Term
Loan
B,
First
Lien,
7.08%
(SOFR01M+275bps),
12/9/31(a)
......
635
636
8,587
Energy
(3.7%):
Ai
Aqua
Merger
Sub,
Inc.,
2025
Refinancing
Term
B
Loans,
First
Lien,
7.32%
(SOFR01M+300bps),
7/31/28(a)
........................................
996
997
Constellation
Renewables
LLC,
Term
Loans,
First
Lien,
6.58%
(SOFR03M+225bps),
12/15/27(a)
.......................................................
2,744
2,750
Delek
U.S.
Holdings,
Inc.,
Initial
Term
Loan,
First
Lien,
7.93%
(SOFR01M+350bps),
11/19/29(a)
.......................................................
3,816
3,744
NorthRiver
Midstream
Finance
LP,
Initial
Term
B,
First
Lien,
6.55%
(SOFR03M+225bps),
8/16/30(a)
........................................................
3,026
3,037
Traverse
Midstream
Partners
LLC,
Advance,
First
Lien,
7.28%
(SOFR03M+300bps),
2/16/28(a)
........................................................
4,014
4,019
14,547
Financials
(11.9%):
Acrisure,
LLC,
Term
B6,
First
Lien,
7.58%
(SOFR01M+325bps),
6/7/32(a)
.............
1,290
1,288
AIP
RD
Buyer
Corp.,
12/23/30(g)
...........................................
499
498
Allspring
Buyer
LLC,
Term
Loan
B,
First
Lien,
7.31%
(SOFR01M+300bps),
11/1/30(a)
....
978
982
Arsenal
AIC
Parent
LLC,
2024
Refinancing
Term
B
Loans,
First
Lien,
7.08%
(SOFR03M+275bps),
8/18/30(a)
........................................
4,422
4,412
Asurion
LLC,
9/19/30(g)
.................................................
1,000
971
BW
NHHC
Holdco,
Inc.,
Term
Loan
Lien
2,
Second
Lien,
13.33%
(SOFR03M+900bps),
5/15/26(a)
........................................................
3,000
600
Camelot
US
Acquisition
LLC,
1/31/31(g)
......................................
892
892
Central
Parent
LLC,
2024
Refinancing
Term
Loan,
First
Lien,
7.55%
(SOFR03M+325bps),
7/6/29(a)
.........................................................
993
826
Chariot
Buyer
LLC,
Initial
Term
Loans,
First
Lien,
7.68%
(SOFR01M+325bps),
11/3/28(a)
..
3,764
3,768
Clydesdale
Acquisition
Holdings,
Inc.,
Term
B
Loans,
First
Lien,
7.50%
(SOFR01M+318bps),
4/13/29(a)
........................................................
2,397
2,391
DS
Parent,
Inc.,
Term
Loan
B,
9.80%
(SOFR03M+550bps),
1/31/31(a)
................
1,995
1,783
Fortress
Intermediate
3,
Inc.,
Tranche
B
Term
Loan,
7.32%,
8/4/25
...................
413
413
GIP
Pilot
Acquisition
Partners
LP,
2024
Term
Loan
B,
First
Lien,
6.28%
(SOFR03M+200bps),
10/4/30(a)
........................................................
2,770
2,772
Victory
Portfolios
Victory
Floating
Rate
Fund
28
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Gloves
Buyer,
Inc.,
Term
Loan,
First
Lien,
1/17/32(g)
.............................
$
1,218
$
1,192
Hamilton
Projects
Acquiror
LLC,
5/30/31(g)
...................................
750
752
IXS
Holdings,
Inc.,
3/5/27(g)
..............................................
2,992
2,904
LSF12
Badger
Bidco
LLC,
7/10/30(g)
........................................
1,995
1,935
Neptune
BidCo
US,
Inc.,
Dollar
Term
B
Loan,
First
Lien,
9.33%
(SOFR03M+500bps),
4/11/29(a)
........................................................
2,240
2,113
Novae
LLC,
Tranche
B
Term
Loan,
9.45%
(SOFR03M+500bps),
12/22/28(a)
............
2,000
1,880
Oldcastle
BuildingEnvelope,
Inc.,
Term
B
Loans,
First
Lien,
8.55%
(SOFR06M+425bps),
4/29/29(a)
........................................................
6,304
5,789
Orion
U.S.
Finco,
5/20/32(g)
...............................................
1,503
1,508
Sedgwick
Claims
Management
Services,
Inc.,
2024
Term
Loans,
First
Lien,
7.33%
(SOFR03M+300bps),
2/24/28(a)
........................................
2,645
2,653
Shift4
Payments
LLC/Shift4
Payments
Finance
Sub,
Inc.,
5/10/32(g)
..................
500
504
VOYAGER
PARENT
LLC,
Term
Loan
B,
First
Lien,
5/9/32(g)
......................
1,000
989
WestJet
Loyalty
LP,
Initial
Term
Loan,
First
Lien,
7.55%
(SOFR03M+325bps),
2/14/31(a)
..
4,938
4,935
48,750
Health
Care
(12.6%):
Amneal
Pharmaceuticals
LLC,
Initial
Term
Loan,
First
Lien,
9.83%
(SOFR01M+550bps),
5/4/28(a)
.........................................................
6,410
6,509
Covis
Pharma
Holdings
SARL,
Dollar
Term
B
Loans,
First
Lien,
2/18/27(g)
.............
9,275
3,455
Embecta
Corp.,
Initial
Term
Loan,
First
Lien,
7.33%
(SOFR01M+300bps),
4/2/29(a)
......
4,229
4,205
Global
Medical
Response,
Inc.,
2024
Extended
Term
Loan,
First
Lien,
9.08%
(SOFR01M+475bps),
10/2/28(a)
........................................
5,860
5,863
Knight
Health
Holdings
LLC,
Term
B
Loans,
First
Lien,
9.69%
(SOFR01M+525bps),
12/26/28(a)
.......................................................
22,666
8,926
LifePoint
Health,
Inc.,
2024-1
Refinancing
Term
Loan,
First
Lien,
8.01%
(SOFR03M+375bps),
5/14/31(a)
........................................................
4,919
4,861
LifeScan
Global
Corporation,
Initial
Term
Loan,
First
Lien,
10.92%
(SOFR03M+650bps),
12/31/26(a)
.......................................................
8,440
5,365
LifeScan
Global
Corporation,
Term
Loan,
Second
Lien
(SOFR03M+950bps),
12/31/27(a)(g)
.
3,750
563
Perrigo
Investments
LLC,
2024
Refinancing
Term
B
Loan,
First
Lien,
6.33%
(SOFR01M+200bps),
4/20/29(a)
........................................
2,996
2,995
Radiology
Partners,
Inc.,
Term
B
Loans,
First
Lien,
8.09%
(SOFR03M+350bps),
7/9/25(a)
..
57
44
Rising
Tide
Holdings,
Inc.,
Tranche
B
Term
Loan,
First
Lien,
6/13/28(g)
...............
3,730
2,201
Surgery
Center
Holdings,
Inc.,
2024
Refinancing
Term
Loans,
First
Lien,
7.08%
(SOFR01M+275bps),
12/19/30(a)
.......................................
1,980
1,986
Team
Health
Holdings,
Inc.,
Facility
Extended
Trem
Loan,
First
Lien,
9.53%
(SOFR03M+525bps),
2/2/27(a)
.........................................
3,859
3,834
50,807
Industrials
(14.6%):
AAdvantage
Loyality
IP
Ltd.
(American
Airlines,
Inc.),
2025
Replacement
Term
Loan,
6.52%
(SOFR01M+225bps),
4/20/28(a)
........................................
3,292
3,267
American
Auto
Auction
Group
LLC,
5/24/32(g)
.................................
556
558
Arches
Buyer,
Inc.,
Refinancing
Term
Loan,
First
Lien,
7.68%
(SOFR01M+325bps),
12/6/27(a)
........................................................
1,969
1,943
AZZ,
Inc.,
Initial
Term
Loan,
First
Lien,
6.83%
(SOFR01M+250bps),
5/13/29(a)
.........
1,824
1,835
Chart
Industries,
Inc.,
Amendment  No.
7
Term
Loan,
First
Lien,
6.79%
(SOFR03M+250bps),
3/18/30(a)
........................................................
2,432
2,435
Core
&
Main
LP,
Term
Loan
B,
First
Lien,
6.27%
(SOFR01M+200bps),
2/10/31(a)
........
4,197
4,199
Cornerstone
Building
Brands,
Inc.,
Tranche
B
Term
Loan,
First
Lien,
7.66%
(SOFR01M+325bps),
4/12/28(a)
........................................
3,348
2,979
Delta
Air
Lines,
Inc.
and
SkyMiles
IP
Ltd.,
Initial
Term
Loan,
First
Lien,
8.02%
(SOFR03M+375bps),
10/20/27(a)
.......................................
3,412
3,429
First
Advantage
Holdings
LLC,
10/31/31(g)
....................................
1,500
1,500
Gates
Global
LLC,
Initial
B-5
Dollar
Term
Loans,
First
Lien,
6.08%
(SOFR01M+175bps),
6/4/31(a)
.........................................................
5,950
5,945
Harsco
Corp.,
Term
B-3
Loans,
First
Lien,
6.69%
(SOFR01M+225bps),
3/10/28(a)
........
3,863
3,816
Hertz
Corp.,
Initial
Term
B
Loans,
First
Lien,
8.04%
(SOFR01M+350bps),
6/30/28(a)
......
1,024
848
Hertz
Corp.,
Initial
Term
C
Loan,
First
Lien,
8.04%
(SOFR01M+350bps),
6/30/28(a)
......
203
169
Innio
North
America
Holding,
Inc.,
Term
Loan
B,
First
Lien,
6.76%
(SOFR03M+250bps),
11/6/28(a)
........................................................
3,620
3,624
Victory
Portfolios
Victory
Floating
Rate
Fund
29
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Janus
International
Group
LLC,
Term
Loan
B,
First
Lien,
6.78%
(SOFR01M+250bps),
8/5/30(a)
.........................................................
$
3,546
$
3,531
Karman
Holdings
Inc.,
Initial
Term
Loan,
7.80%
(SOFR03M+350bps),
4/1/32(a)
.........
825
826
LS
Group
OpCo.
Acquistion
LLC,
Term
Loan
B,
First
Lien,
6.83%
(SOFR01M+250bps),
4/23/31(a)
........................................................
4,665
4,656
Madison
IAQ
LLC,
Initial
Term
Loans,
First
Lien,
6.76%
(SOFR06M+250bps),
6/16/28(a)
..
2,988
2,988
Rising
Tide
Holdings,
Inc.,
Term
Loan
A,
First
Lien,
6/13/28(g)
......................
1,411
1,404
The
Dun
&
Bradstreet
Corp.,
2022
Incremental
Term
B-2
Loan,
First
Lien,
6.57%
(SOFR01M+225bps),
1/18/29(a)
........................................
2,459
2,457
Vestis
Corp.,
Term
B-1
Loan,
First
Lien,
6.58%
(SOFR03M+225bps),
2/24/31(a)
.........
2,494
2,385
WireCo
WorldGroup,
Inc.,
Term
Loan
B,
First
Lien,
8.02%
(SOFR03M+375bps),
11/13/28(a)
(d)
.............................................................
3,738
3,532
58,326
Information
Technology
(4.5%):
Cloud
Software
Group,
Inc.,
Seventh
Amendment
Tranche
B-1
Term
Loan,
First
Lien,
7.80%
(SOFR03M+350bps),
3/29/29(a)
........................................
4,890
4,893
Commscope
LLC,
12/17/29(g)
.............................................
1,500
1,516
McAfee
Corp.,Term
Loan
B,
First
Lien,
7.32%
(SOFR01M+300bps),
3/1/29(a)
..........
2,960
2,870
MH
SUB
I
LLC,
Term
Loan,
First
Lien,
8.58%
(SOFR01M+425bps),
5/3/28(a)
..........
2,352
2,204
MH
SUB
I
LLC,
Term
Loan,
First
Lien,
8.58%
(SOFR01M+425bps),
12/31/31(a)
........
1,592
1,379
Project
Alpha
Intermediate
Holding,
Inc.,
Second
Amendment
Refinancing
Term
Loan,
First
Lien,
7.55%
(SOFR03M+325bps),
10/28/30(a)
..............................
997
1,002
Proofpoint,
Inc.,
Term
Loan,
First
Lien,
7.33%
(SOFR01M+300bps),
8/31/28(a)
..........
2,216
2,216
Sandisk
Corporation,
Term
B
Loan,
First
Lien,
7.32%
(SOFR03M+300bps),
12/13/31(a)
....
1,425
1,416
17,496
Materials
(5.8%):
Ahlstrom
Holding
3
Oy,
5/23/30(g)
..........................................
1,927
1,920
Anchor
Packaging
LLC,
Term
Loan,
First
Lien,
7.56%
(SOFR01M+325bps),
7/18/29(a)
....
3,967
3,986
Bakelite
US
Holdco,
Inc.,
Term
Loan
B,
First
Lien,
8.05%
(SOFR03M+375bps),
12/16/31(a)
1,965
1,937
IMC
Financing
LLC,
Term
Loan
B,
7.81%
(SOFR03M+350bps),
6/2/32(a)
.............
689
692
Ineos
U.S.
Finance
LLC,
2030
Dollar
Term
Loans,
First
Lien,
7.58%
(SOFR01M+325bps),
2/16/30(a)
........................................................
3,886
3,717
Light
&
Wonder
International,
Inc.,
Term
B-2
Loans,
First
Lien,
6.56%
(SOFR01M+225bps),
4/16/29(a)
........................................................
4,829
4,826
White
Cap
Supply
Holdings
LLC,
Tranche
C
Term
Facility,
First
Lien,
7.58%
(SOFR01M+325bps),
10/19/29(a)
.......................................
6,130
6,087
23,165
Real
Estate
(0.8%):
RealPage,
Inc.,
Initial
Term
Loan,
First
Lien,
7.56%
(SOFR03M+300bps),
4/22/28(a)
......
3,387
3,361
Total
Senior
Secured
Loans
(Cost
$360,819)
a
a
a
321,072
Corporate
Bonds
(7.3%)
Communication
Services
(1.5%):
CCO
Holdings
LLC/CCO
Holdings
Capital
Corp.,
4.75%,
2/1/32,
Callable
2/1/27
@
102.38(b)
1,260
1,194
Clear
Channel
Outdoor
Holdings,
Inc.,
7.88%,
4/1/30,
Callable
10/1/26
@
103.94(b)
.......
1,560
1,610
CSC
Holdings
LLC,
11.75%,
1/31/29,
Callable
1/31/26
@
105.88(b)
..................
1,000
948
Cumulus
Media
New
Holdings,
Inc.,
8.00%,
7/1/29,
Callable
8/2/25
@
100(b)
...........
2,315
655
Windstream
Services
LLC/Windstream
Escrow
Finance
Corp.,
8.25%,
10/1/31,
Callable
10/1/27
@
104.13(b)
................................................
1,700
1,780
6,187
Consumer
Discretionary
(0.5%):
Scientific
Games
Holdings
LP/Scientific
Games
US
FinCo,
Inc.,
6.63%,
3/1/30,
Callable
8/2/25
@
103.31(b)
......................................................
2,000
1,927
Energy
(0.7%):
Alpha
Generation
LLC,
6.75%,
10/15/32,
Callable
10/15/27
@
103.38(b)
...............
1,000
1,032
CQP
Holdco
LP/BIP-V
Chinook
Holdco
LLC,
7.50%,
12/15/33,
Callable
12/15/28
@
103.75(b)
........................................................
1,500
1,627
2,659
Financials
(1.4%):
Hudson
River
Trading
LLC,
7.33%,
3/18/30
....................................
1,685
1,681
Victory
Portfolios
Victory
Floating
Rate
Fund
30
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
Security
Description
Principal
Amount
(000)
a
Value
(000)
Olympus
Water
US
Holding
Corp.,
9.75%,
11/15/28,
Callable
8/2/25
@
104.88(b)
........
$
1,000
$
1,053
Shift4
Payments
LLC/Shift4
Payments
Finance
Sub,
Inc.,
6.75%,
8/15/32,
Callable
8/15/27
@
103.38(b)
........................................................
1,500
1,559
Stagwell
Global
LLC,
5.63%,
8/15/29,
Callable
8/2/25
@
102.81(b)
...................
1,500
1,435
5,728
Health
Care
(0.9%):
AdaptHealth
LLC,
5.13%,
3/1/30,
Callable
7/13/25
@
102.56(b)
.....................
1,000
951
CHS/Community
Health
Systems,
Inc.,
6.13%,
4/1/30,
Callable
8/2/25
@
103.06(b)
.......
1,000
738
Owens
&
Minor,
Inc.,
6.63%,
4/1/30,
Callable
8/2/25
@
103.31(b)
....................
1,000
940
U.S.
Acute
Care
Solutions
LLC,
9.75%,
5/15/29,
Callable
5/15/26
@
104.88(b)
..........
1,140
1,176
3,805
Information
Technology
(0.8%):
Cloud
Software
Group,
Inc.,
6.50%,
3/31/29,
Callable
9/30/25
@
103.25(b)
.............
1,500
1,514
EquipmentShare.com,
Inc.,
8.00%,
3/15/33,
Callable
9/15/27
@
104(b)
................
1,455
1,525
3,039
Materials
(1.1%):
Allied
Universal
Holdco
LLC,
7.88%,
2/15/31,
Callable
2/15/27
@
103.94(b)
............
1,000
1,045
Methanex
US
Operations,
Inc.,
6.25%,
3/15/32,
Callable
9/15/31
@
100(b)
.............
1,000
997
Novelis
Corp.,
3.88%,
8/15/31,
Callable
8/15/26
@
101.94(b)
.......................
1,000
897
Tronox,
Inc.,
4.63%,
3/15/29,
Callable
8/2/25
@
101.16(b)
.........................
1,500
1,294
4,233
Real
Estate
(0.2%):
Uniti
Group
LP/Uniti
Group
Finance,
Inc./CSL
Capital
LLC,
10.50%,
2/15/28,
Callable
9/15/25
@
105.25(b)
................................................
784
831
Utilities
(0.2%):
Clearway
Energy
Operating
LLC,
3.75%,
2/15/31,
Callable
2/15/26
@
101.88(b)
.........
1,000
918
Total
Corporate
Bonds
(Cost
$31,210)
a
a
a
29,327
Yankee
Dollars
(1.0%)
Financials
(0.7%):
Diamond
Foreign
Asset
Co./Diamond
Finance
LLC,
8.50%,
10/1/30,
Callable
10/1/26
@
104.25(b)
........................................................
1,250
1,301
GGAM
Finance
Ltd.,
8.00%,
6/15/28,
Callable
12/15/27
@
100(b)
...................
1,500
1,587
2,888
Materials
(0.3%):
First
Quantum
Minerals
Ltd.,
8.63%,
6/1/31,
Callable
6/1/26
@
104.31(b)
..............
1,000
1,037
Total
Yankee
Dollars
(Cost
$3,817)
a
a
a
3,925
Shares
Exchange-Traded
Funds
(4.1%)
Invesco
Senior
Loan
ETF
.................................................
400,000
8,368
SPDR
Blackstone
Senior
Loan
ETF
..........................................
200,000
8,318
Total
Exchange-Traded
Funds
(Cost
$16,825)
a
a
a
16,686
Total
Investments
(Cost
$421,514)
94.9%
382,183
Other
assets
in
excess
of
liabilities
—  5.1%
20,442
NET
ASSETS
-
100.00%
$
402,625
At
June
30,
2025,
the
Fund's
investments
in
foreign
securities
were
9.3%
of
net
assets.
(a)
Variable
or
Floating-Rate
Security.
Rate
disclosed
is
as
of
June
30,
2025.
(b)
Rule
144A
security
or
other
security
that
is
restricted
as
to
resale
to
institutional
investors.
As
of
June
30,
2025,
the
fair
value
of
these
securities
was
$35,312
(thousands)
and
amounted
to
8.8%
of
net
assets.
(c)
Non-income
producing
security.
(d)
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(e)
Security
was
fair
valued
based
upon
procedures
approved
by
the
Board
of
Trustees
and
represents
0.0%
of
net
assets
as
of
June
30,
2025.
This
security
is
classified
as
Level
3
within
the
fair
value
hierarchy
based
on
significant
unobservable
inputs.
(See
Note
2
in
the
Notes
to
Financial
Statements)
(f)
Currently
the
issuer
is
in
default
with
respect
to
interest
and/or
principal
payments.
Victory
Portfolios
Victory
Floating
Rate
Fund
31
(Unaudited)
Schedule
of
Portfolio
Investments
continued
June
30,
2025
See
notes
to
financial
statements.
(g)
The
rates
for
this
senior
secured
loan
will
be
known
on
settlement
date
of
the
loan,
subsequent
to
this
report
date.
Senior
secured
loans
have
rates
that
will
fluctuate
over
time
in
line
with
prevailing
interest
rates.
bps
Basis
points
CLO
Collateralized
Loan
Obligations
ETF
Exchange-Traded
Fund
LLC
Limited
Liability
Company
LP
Limited
Partnership
PLC
Public
Limited
Company
SOFR
Secured
Overnight
Financing
Rate
SOFR01M
1
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
SOFR03M
3
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
SOFR06M
6
Month
SOFR,
rate
disclosed
as
of
June
30,
2025.
TSFR3M
3
Month
Term
SOFR,
rate
disclosed
as
of
June
30,
2025.
Statements
of
Assets
and
Liabilities
June
30,
2025
32
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
Low
Duration
Bond
Fund
Victory
High
Yield
Fund
Victory
Tax-Exempt
Fund
Assets:
Investments,
at
value
(Cost
$92,858,
$125,623
and
$36,535)
$
94,192‌
(a)
$
124,648‌
(b)
$
32,974‌
Cash
460‌
504‌
102‌
Receivables:
Dividends,
interest,
and
securities
lending
income
621‌
2,035‌
437‌
Capital
shares
issued
21‌
43‌
1‌
Investments
sold
—‌
1,697‌
—‌
From
Adviser
22‌
32‌
19‌
Prepaid
expenses
33‌
34‌
22‌
Total
Assets
95,349‌
128,993‌
33,555‌
Liabilities:
Payables:
Collateral
received
on
loaned
securities
53‌
4,598‌
—‌
Distributions
26‌
20‌
3‌
Investments
purchased
351‌
2,270‌
509‌
Capital
shares
redeemed
105‌
241‌
21‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
35‌
59‌
14‌
Administration
fees
4‌
5‌
1‌
Custodian
fees
3‌
5‌
1‌
Transfer
agent
fees
2‌
1‌
—‌
(c)
Sub-Transfer
agent
fees
18‌
35‌
7‌
Compliance
fees
—‌
(c)
—‌
(c)
—‌
(c)
Trustees'
fees
—‌
—‌
—‌
(c)
12b-1
fees
7‌
10‌
2‌
Other
accrued
expenses
20‌
21‌
14‌
Total
Liabilities
624‌
7,265‌
572‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
127,405‌
190,036‌
38,266‌
Total
accumulated
earnings
(loss)
(
32,680‌
)
(
68,308‌
)
(
5,283‌
)
Net
Assets
$
94,725‌
$
121,728‌
$
32,983‌
Net
Assets:
Class
A
$
50,833‌
$
22,104‌
$
20,637‌
Class
C
3,436‌
19,607‌
306‌
Class
R
—‌
1,282‌
—‌
Class
Y
40,456‌
78,735‌
12,040‌
Total
$
94,725‌
$
121,728‌
$
32,983‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
5,097‌
3,994‌
2,576‌
Class
C
344‌
3,533‌
38‌
Class
R
—‌
229‌
—‌
Class
Y
4,056‌
14,291‌
1,503‌
Total
9,497‌
22,047‌
4,117‌
Net
asset
value,
offering
and
redemption
price
per
share:
(d)
Class
A
$
9
.97‌
$
5
.53‌
$
8
.01‌
Class
C(e)
9
.98‌
5
.55‌
8
.01‌
Class
R
—‌
5
.60‌
—‌
Class
Y
9
.98‌
5
.51‌
8
.01‌
Maximum
Sales
Charge
Class
A
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
$
10
.20‌
$
5
.66‌
$
8
.20‌
(a)
Includes
$51
thousand
of
securities
on
loan.
(b)
Includes
$4,416
thousand
of
securities
on
loan.
(c)
Rounds
to
less
than
$1
thousand.
(d)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(e)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Assets
and
Liabilities
June
30,
2025
33
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands,
Except
Per
Share
Amounts)
(Unaudited)
Victory
High
Income
Municipal
Bond
Fund
Victory
Floating
Rate
Fund
Assets:
Investments,
at
value
(Cost
$44,165
and
$421,514)
$
39,260‌
$
382,183‌
Cash
151‌
13,948‌
Receivables:
Dividends,
interest,
and
securities
lending
income
436‌
3,447‌
Capital
shares
issued
18‌
363‌
Investments
sold
—‌
28,502‌
From
Adviser
25‌
151‌
Prepaid
expenses
26‌
109‌
Total
Assets
39,916‌
428,703‌
Liabilities:
Payables:
Distributions
3‌
307‌
Investments
purchased
—‌
23,753‌
Capital
shares
redeemed
68‌
1,592‌
Accrued
expenses
and
other
payables:
Investment
advisory
fees
16‌
215‌
Administration
fees
2‌
18‌
Custodian
fees
1‌
59‌
Transfer
agent
fees
2‌
2‌
Sub-Transfer
agent
fees
7‌
98‌
Compliance
fees
—‌
(a)
—‌
(a)
12b-1
fees
2‌
23‌
Other
accrued
expenses
15‌
11‌
Total
Liabilities
116‌
26,078‌
Commitments
and
contingencies
(Note
4
)
Net
Assets:
Capital
45,876‌
900,910‌
Total
accumulated
earnings
(loss)
(
6,076‌
)
(
498,285‌
)
Net
Assets
$
39,800‌
$
402,625‌
Net
Assets:
Class
A
$
14,793‌
$
133,248‌
Class
C
136‌
23,899‌
Class
Y
20,394‌
240,792‌
Member
Class
4,477‌
4,686‌
Total
$
39,800‌
$
402,625‌
Shares
(unlimited
number
of
shares
authorized
with
a
par
value
of
$0.001
per
share):
Class
A
1,603‌
16,918‌
Class
C
15‌
3,032‌
Class
Y
2,212‌
30,555‌
Member
Class
486‌
595‌
Total
4,316‌
51,100‌
Net
asset
value,
offering
and
redemption
price
per
share:
(b)
Class
A
$
9
.22‌
$
7
.88‌
Class
C(c)
9
.22‌
7
.88‌
Class
Y
9
.22‌
7
.88‌
Member
Class
9
.22‌
7
.87‌
Maximum
Sales
Charge
Class
A
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
$
9
.43‌
$
8
.06‌
(a)
Rounds
to
less
than
$1
thousand.
(b)
Per
share
amount
may
not
recalculate
due
to
rounding
of
net
assets
and/or
shares
outstanding.
(c)
Redemption
price
per
share
varies
by
the
length
of
time
shares
are
held.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
34
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
Low
Duration
Bond
Fund
Victory
High
Yield
Fund
Victory
Tax-Exempt
Fund
Investment
Income:
Dividends
$
—‌
$
125‌
$
—‌
Interest
2,544‌
4,803‌
743‌
Securities
lending
(net
of
fees)
1‌
43‌
—‌
Total
Income
2,545‌
4,971‌
743‌
Expenses:
Investment
advisory
fees
222‌
371‌
85‌
Administration
fees
27‌
33‌
9‌
Sub-Administration
fees
9‌
9‌
8‌
12b-1
fees
Class
A
64‌
26‌
27‌
12b-1
fees
Class
C
17‌
87‌
2‌
12b-1
fees
Class
R
—‌
3‌
—‌
Custodian
fees
6‌
6‌
2‌
Transfer
agent
fees
Class
A
6‌
1‌
1‌
Transfer
agent
fees
Class
C
—‌
(a)
—‌
(a)
—‌
(a)
Transfer
agent
fees
Class
R
—‌
—‌
(a)
—‌
Transfer
agent
fees
Class
Y
—‌
(a)
—‌
(a)
—‌
(a)
Sub-Transfer
agent
fees
Class
A
22‌
8‌
9‌
Sub-Transfer
agent
fees
Class
C
2‌
8‌
—‌
(a)
Sub-Transfer
agent
fees
Class
R
—‌
1‌
—‌
Sub-Transfer
agent
fees
Class
Y
20‌
66‌
6‌
Trustees'
fees
4‌
4‌
2‌
Compliance
fees
—‌
(a)
1‌
—‌
(a)
Legal
and
audit
fees
10‌
11‌
6‌
State
registration
and
filing
fees
16‌
20‌
15‌
Interfund
lending
fees
—‌
1‌
—‌
Printing
fees
14‌
18‌
11‌
Other
expenses
5‌
8‌
4‌
Total
Expenses
444‌
682‌
187‌
Expenses
waived/reimbursed
by
Adviser
(
62‌
)
(
101‌
)
(
56‌
)
Net
Expenses
382‌
581‌
131‌
Net
Investment
Income
(Loss)
2,163‌
4,390‌
612‌
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
46‌
(
1,524‌
)
(
50‌
)
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
701‌
3,777‌
(
1,615‌
)
Net
realized/unrealized
gains
(losses)
on
investments
747‌
2,253‌
(
1,665‌
)
Change
in
net
assets
resulting
from
operations
$
2,910‌
$
6,643‌
$
(
1,053‌
)
(a)
Rounds
to
less
than
$1
thousand.
Statements
of
Operations
For
the
Six
Months
Ended
June
30,
2025
35
See
notes
to
financial
statements.
Victory
Portfolios
(Amounts
in
Thousands)
(Unaudited)
Victory
High
Income
Municipal
Bond
Fund
Victory
Floating
Rate
Fund
Investment
Income:
Dividends
$
18‌
$
564‌
Interest
857‌
21,772‌
Total
Income
875‌
22,336‌
Expenses:
Investment
advisory
fees
93‌
1,377‌
Administration
fees
10‌
114‌
Sub-Administration
fees
9‌
10‌
12b-1
fees
Class
A
20‌
172‌
12b-1
fees
Class
C
1‌
127‌
Custodian
fees
2‌
117‌
Transfer
agent
fees
Class
A
—‌
(a)
3‌
Transfer
agent
fees
Class
C
—‌
(a)
—‌
(a)
Transfer
agent
fees
Class
Y
—‌
(a)
—‌
(a)
Transfer
agent
fees
Member
Class
2‌
2‌
Sub-Transfer
agent
fees
Class
A
6‌
69‌
Sub-Transfer
agent
fees
Class
C
—‌
(a)
15‌
Sub-Transfer
agent
fees
Class
Y
9‌
138‌
Trustees'
fees
2‌
12‌
Compliance
fees
—‌
(a)
2‌
Legal
and
audit
fees
6‌
51‌
State
registration
and
filing
fees
21‌
26‌
Line
of
credit
fees
—‌
76‌
Interfund
lending
fees
—‌
—‌
(a)
Printing
fees
13‌
30‌
Other
expenses
6‌
47‌
Total
Expenses
200‌
2,388‌
Expenses
waived/reimbursed
by
Adviser
(
73‌
)
(
454‌
)
Net
Expenses
127‌
1,934‌
Net
Investment
Income
(Loss)
748‌
20,402‌
Realized/Unrealized
Gains
(Losses)
from
Investments:
Net
realized
gains
(losses)
from
investment
securities
24‌
(
7,636‌
)
Net
change
in
unrealized
appreciation/depreciation
on
investment
securities
(
1,268‌
)
(
786‌
)
Net
realized/unrealized
gains
(losses)
on
investments
(
1,244‌
)
(
8,422‌
)
Change
in
net
assets
resulting
from
operations
$
(
496‌
)
$
11,980‌
(a)
Rounds
to
less
than
$1
thousand.
36
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
Low
Duration
Bond
Fund
Victory
High
Yield
Fund
Victory
Tax-Exempt
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
2,163‌
$
4,775‌
$
4,390‌
$
13,485‌
$
612‌
$
1,213‌
Net
realized
gains
(losses)
46‌
(
255‌
)
(
1,524‌
)
(
9,582‌
)
(
50‌
)
(
35‌
)
Net
change
in
unrealized
appreciation/depreciation
701‌
1,576‌
3,777‌
10,281‌
(
1,615‌
)
(
233‌
)
Change
in
net
assets
resulting
from
operations
2,910‌
6,096‌
6,643‌
14,184‌
(
1,053‌
)
945‌
Distributions
to
Shareholders:
Class
A
(
1,137‌
)
(
2,110‌
)
(
761‌
)
(
1,914‌
)
(
423‌
)
(
917‌
)
Class
C
(
62‌
)
(
81‌
)
(
566‌
)
(
1,530‌
)
(
5‌
)
(
16‌
)
Class
R
—‌
(
10‌
)
(a)
(
42‌
)
(
935‌
)
—‌
—‌
Class
Y
(
1,031‌
)
(
2,616‌
)
(
3,163‌
)
(
8,504‌
)
(
258‌
)
(
437‌
)
Change
in
net
assets
resulting
from
distributions
to
shareholders
(
2,230‌
)
(
4,817‌
)
(
4,532‌
)
(
12,883‌
)
(
686‌
)
(
1,370‌
)
Change
in
net
assets
resulting
from
capital
transactions
(
8,329‌
)
(
35,132‌
)
(
25,054‌
)
(
34,239‌
)
(
1,428‌
)
192‌
Change
in
net
assets
(
7,649‌
)
(
33,853‌
)
(
22,943‌
)
(
32,938‌
)
(
3,167‌
)
(
233‌
)
Net
Assets:
Beginning
of
period
102,374‌
136,227‌
144,671‌
177,609‌
36,150‌
36,383‌
End
of
period
$
94,725‌
$
102,374‌
$
121,728‌
$
144,671‌
$
32,983‌
$
36,150‌
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
37
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
Low
Duration
Bond
Fund
Victory
High
Yield
Fund
Victory
Tax-Exempt
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
1,757‌
$
9,959‌
$
3,562‌
$
4,870‌
$
511‌
$
759‌
Distributions
reinvested
1,037‌
1,919‌
635‌
1,339‌
402‌
864‌
Cost
of
shares
redeemed
(
5,068‌
)
(
15,127‌
)
(
3,676‌
)
(
13,493‌
)
(
1,503‌
)
(
4,422‌
)
Converted
from
Class
R
—‌
1,210‌
—‌
—‌
—‌
—‌
Total
Class
A
$
(
2,274‌
)
$
(
2,039‌
)
$
521‌
$
(
7,284‌
)
$
(
590‌
)
$
(
2,799‌
)
Class
C
Proceeds
from
shares
issued
$
36‌
$
1,808‌
$
3,620‌
$
7,463‌
$
37‌
$
14‌
Distributions
reinvested
61‌
77‌
566‌
1,528‌
4‌
15‌
Cost
of
shares
redeemed
(
222‌
)
(
673‌
)
(
1,477‌
)
(
15,312‌
)
(
45‌
)
(
406‌
)
Total
Class
C
$
(
125‌
)
$
1,212‌
$
2,709‌
$
(
6,321‌
)
$
(
4‌
)
$
(
377‌
)
Class
R
Proceeds
from
shares
issued
$
—‌
$
48‌
(a)
$
80‌
$
253‌
$
—‌
$
—‌
Distributions
reinvested
—‌
9‌
(a)
42‌
934‌
—‌
—‌
Cost
of
shares
redeemed
—‌
(
3‌
)
(a)
(
108‌
)
(
16,262‌
)
—‌
—‌
Converted
into
Class
A
—‌
(
1,210‌
)
—‌
—‌
—‌
—‌
Total
Class
R
$
—‌
$
(
1,156‌
)
$
14‌
$
(
15,075‌
)
$
—‌
$
—‌
Class
Y
Proceeds
from
shares
issued
$
7,339‌
$
16,314‌
$
16,327‌
$
48,536‌
$
843‌
$
9,439‌
Distributions
reinvested
927‌
2,028‌
3,159‌
8,488‌
255‌
430‌
Cost
of
shares
redeemed
(
14,196‌
)
(
51,491‌
)
(
47,784‌
)
(
62,583‌
)
(
1,932‌
)
(
6,501‌
)
Total
Class
Y
$
(
5,930‌
)
$
(
33,149‌
)
$
(
28,298‌
)
$
(
5,559‌
)
$
(
834‌
)
$
3,368‌
Change
in
net
assets
resulting
from
capital
transactions
$
(
8,329‌
)
$
(
35,132‌
)
$
(
25,054‌
)
$
(
34,239‌
)
$
(
1,428‌
)
$
192‌
Share
Transactions:
Class
A
Issued
176‌
1,007‌
653‌
898‌
61‌
90‌
Reinvested
104‌
194‌
116‌
247‌
49‌
102‌
Redeemed
(
510‌
)
(
1,533‌
)
(
676‌
)
(
2,475‌
)
(
183‌
)
(
521‌
)
Converted
from
Class
R
—‌
123‌
—‌
—‌
—‌
—‌
Total
Class
A
(
230‌
)
(
209‌
)
93‌
(
1,330‌
)
(
73‌
)
(
329‌
)
Class
C
Issued
4‌
182‌
662‌
1,373‌
4‌
2‌
Reinvested
6‌
8‌
103‌
281‌
1‌
2‌
Redeemed
(
23‌
)
(
68‌
)
(
270‌
)
(
2,793‌
)
(
5‌
)
(
49‌
)
Total
Class
C
(
13‌
)
122‌
495‌
(
1,139‌
)
—‌
(b)
(
45‌
)
Class
R
Issued
—‌
5‌
(a)
15‌
46‌
—‌
—‌
Reinvested
—‌
1‌
(a)
8‌
172‌
—‌
—‌
Redeemed
—‌
—‌
(a)
(c)
(
20‌
)
(
2,966‌
)
—‌
—‌
Converted
into
Class
A
—‌
(
124‌
)
—‌
—‌
—‌
—‌
Total
Class
R
—‌
(
118‌
)
3‌
(
2,748‌
)
—‌
—‌
Class
Y
Issued
740‌
1,656‌
3,017‌
9,020‌
102‌
1,107‌
Reinvested
93‌
206‌
581‌
1,572‌
31‌
51‌
Redeemed
(
1,429‌
)
(
5,215‌
)
(
8,857‌
)
(
11,621‌
)
(
235‌
)
(
769‌
)
Total
Class
Y
(
596‌
)
(
3,353‌
)
(
5,259‌
)
(
1,029‌
)
(
102‌
)
389‌
Change
in
Shares
(
839‌
)
(
3,558‌
)
(
4,668‌
)
(
6,246‌
)
(
175‌
)
15‌
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
(b)
Rounds
to
less
than
$1
thousand.
(c)
Rounds
to
less
than
1
thousand
shares.
38
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Victory
Floating
Rate
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
From
Investment
Activities:
Operations:
Net
Investment
Income
(Loss)
$
796‌
$
1,449‌
$
20,402‌
$
61,054‌
Net
realized
gains
(losses)
22‌
82‌
(7,636‌)
(53,724‌)
Net
change
in
unrealized
appreciation/depreciation
(1,314‌)
786‌
(786‌)
44,226‌
Change
in
net
assets
resulting
from
operations
(496‌)
2,317‌
11,980‌
51,556‌
Distributions
to
Shareholders:
Class
A
(328‌)
(727‌)
(6,804‌)
(15,164‌)
Class
C
(3‌)
(13‌)
(1,154‌)
(2,825‌)
Class
R
—‌
—‌
—‌
(6‌)(a)
Class
Y
(366‌)
(650‌)
(12,934‌)
(41,518‌)
Member
Class
(99‌)
(153‌)
(230‌)
(385‌)
Change
in
net
assets
resulting
from
distributions
to
shareholders
(796‌)
(1,543‌)
(21,122‌)
(59,898‌)
Change
in
net
assets
resulting
from
capital
transactions
5,018‌
(1,200‌)
(54,681‌)
(278,077‌)
Change
in
net
assets
3,726‌
(426‌)
(63,823‌)
(286,419‌)
Net
Assets:
Beginning
of
period
36,074‌
36,500‌
466,448‌
752,867‌
End
of
period
$
39,800‌
$
36,074‌
$
402,625‌
$
466,448‌
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
39
(Amounts
in
Thousands)
Victory
Portfolios
Statements
of
Changes
in
Net
Assets
(continued)
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Victory
Floating
Rate
Fund
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Capital
Transactions:
Class
A
Proceeds
from
shares
issued
$
349‌
$
679‌
$
5,285‌
$
21,772‌
Distributions
reinvested
310‌
682‌
6,100‌
13,224‌
Cost
of
shares
redeemed
(1,928‌)
(3,504‌)
(20,803‌)
(75,386‌)
Converted
from
Class
R
—‌
—‌
—‌
307‌
Total
Class
A
$
(1,269‌)
$
(2,143‌)
$
(9,418‌)
$
(40,083‌)
Class
C
Proceeds
from
shares
issued
$
3‌
$
29‌
$
476‌
$
1,540‌
Distributions
reinvested
3‌
13‌
1,026‌
2,542‌
Cost
of
shares
redeemed
(102‌)
(291‌)
(4,751‌)
(18,073‌)
Total
Class
C
$
(96‌)
$
(249‌)
$
(3,249‌)
$
(13,991‌)
Class
R
Proceeds
from
shares
issued
$
—‌
$
—‌
$
—‌
$
21‌(a)
Distributions
reinvested
—‌
—‌
—‌
6‌(a)
Cost
of
shares
redeemed
—‌
—‌
—‌
—‌(a)
Converted
into
Class
A
—‌
—‌
—‌
(306‌)
Total
Class
R
$
—‌
$
—‌
$
—‌
$
(279‌)
Class
Y
Proceeds
from
shares
issued
$
9,273‌
$
9,115‌
$
33,428‌
$
185,504‌
Distributions
reinvested
363‌
644‌
11,365‌
31,329‌
Cost
of
shares
redeemed
(3,712‌)
(9,545‌)
(87,218‌)
(440,928‌)
Total
Class
Y
$
5,924‌
$
214‌
$
(42,425‌)
$
(224,095‌)
Member
Class
Proceeds
from
shares
issued
$
1,002‌
$
1,854‌
$
427‌
$
1,302‌
Distributions
reinvested
99‌
153‌
230‌
385‌
Cost
of
shares
redeemed
(642‌)
(1,029‌)
(246‌)
(1,316‌)
Total
Member
Class
$
459‌
$
978‌
$
411‌
$
371‌
Change
in
net
assets
resulting
from
capital
transactions
$
5,018‌
$
(1,200‌)
$
(54,681‌)
$
(278,077‌)
Share
Transactions:
Class
A
Issued
36‌
70‌
665‌
2,694‌
Reinvested
33‌
72‌
768‌
1,640‌
Redeemed
(205‌)
(370‌)
(2,619‌)
(9,346‌)
Converted
from
Class
R
—‌
—‌
—‌
38‌
Total
Class
A
(136‌)
(228‌)
(1,186‌)
(4,974‌)
Class
C
Issued
—‌(b)
3‌
60‌
190‌
Reinvested
—‌(b)
1‌
129‌
315‌
Redeemed
(10‌)
(30‌)
(598‌)
(2,240‌)
Total
Class
C
(10‌)
(26‌)
(409‌)
(1,735‌)
Class
R
Issued
—‌
—‌
—‌
3‌(a)
Reinvested
—‌
—‌
—‌
1‌(a)
Redeemed
—‌
—‌
—‌
—‌(a)(b)
Converted
into
Class
A
—‌
—‌
—‌
(37‌)
Total
Class
R
—‌
—‌
—‌
(33‌)
Class
Y
Issued
997‌
955‌
4,207‌
22,906‌
Reinvested
39‌
68‌
1,430‌
3,882‌
Redeemed
(396‌)
(1,009‌)
(10,958‌)
(54,699‌)
Total
Class
Y
640‌
14‌
(5,321‌)
(27,911‌)
Member
Class
Issued
105‌
195‌
53‌
161‌
Reinvested
11‌
16‌
29‌
48‌
Redeemed
(69‌)
(109‌)
(31‌)
(163‌)
Total
Member
Class
47‌
102‌
51‌
46‌
Change
in
Shares
541‌
(138‌)
(6,865‌)
(34,607‌)
(a)
Class
R
activity
is
for
the
period
January
1,
2024,
to
March
28,
2024
(date
of
conversion
to
Class
A).
(b)
Rounds
to
less
than
1.
Victory
Portfolios
Financial
Highlights
For
a
Share
Outstanding
Throughout
Each
Period
40
See
notes
to
financial
statements.
Victory
Low
Duration
Bond
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.90
$9.80
$9.64
$10.16
$10.20
$9.99
Investment
Activities:
Net
investment
income
(loss)(a)
0.21
0.39
0.24
0.12
0.09
0.14
Net
realized
and
unrealized
gains
(losses)
0.08
0.10
0.20
(0.49)
(0.02)
0.24
Total
from
Investment
Activities
0.29
0.49
0.44
(0.37)
0.07
0.38
Distributions
to
Shareholders
from:
Net
investment
income
(0.22)
(0.39)
(0.28)
(0.15)
(0.11)
(0.14)
Return
of
capital
(0.03)
Total
Distributions
(0.22)
(0.39)
(0.28)
(0.15)
(0.11)
(0.17)
Net
Asset
Value,
End
of
Period
$9.97
$9.90
$9.80
$9.64
$10.16
$10.20
Total
Return(b)(c)
2.94%
5.11%
4.65%
(3.62)%
0.71%
3.85%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.85%
0.85%
0.85%
0.85%
0.85%
0.85%
Net
Investment
Income
(Loss)(d)
4.32%
3.95%
2.52%
1.18%
0.87%
1.39%
Gross
Expenses(d)(e)
0.98%
0.98%
0.96%
0.96%
0.95%
0.95%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$50,833
$52,752
$54,266
$70,419
$76,901
$70,357
Portfolio
Turnover(b)(f)
12%
38%
58%
81%
58%
85%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
41
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Low
Duration
Bond
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.91
$9.81
$9.65
$10.16
$10.20
$9.99
Investment
Activities:
Net
investment
income
(loss)(a)
0.17
0.32
0.17
0.04
0.01
0.08
Net
realized
and
unrealized
gains
(losses)
0.08
0.09
0.20
(0.47)
(0.02)
0.22
Total
from
Investment
Activities
0.25
0.41
0.37
(0.43)
(0.01)
0.30
Distributions
to
Shareholders
from:
Net
investment
income
(0.18)
(0.31)
(0.21)
(0.08)
(0.03)
(0.07)
Return
of
capital
(0.02)
Total
Distributions
(0.18)
(0.31)
(0.21)
(0.08)
(0.03)
(0.09)
Net
Asset
Value,
End
of
Period
$9.98
$9.91
$9.81
$9.65
$10.16
$10.20
Total
Return(b)(c)
2.52%
4.29%
3.85%
(4.26)%
(0.07)%
3.05%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.62%
1.62%
1.62%
1.62%
1.62%
1.62%
Net
Investment
Income
(Loss)(d)
3.55%
3.20%
1.74%
0.37%
0.10%
0.76%
Gross
Expenses(d)(e)
2.03%
2.28%
2.04%
1.91%
1.91%
1.72%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$3,436
$3,536
$2,307
$3,841
$5,528
$23,504
Portfolio
Turnover(b)(f)
12%
38%
58%
81%
58%
85%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
42
See
notes
to
financial
statements.
Victory
Low
Duration
Bond
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.91
$9.81
$9.65
$10.16
$10.20
$9.99
Investment
Activities:
Net
investment
income
(loss)(a)
0.22
0.41
0.27
0.14
0.11
0.17
Net
realized
and
unrealized
gains
(losses)
0.08
0.11
0.19
(0.47)
(0.01)
0.23
Total
from
Investment
Activities
0.30
0.52
0.46
(0.33)
0.10
0.40
Distributions
to
Shareholders
from:
Net
investment
income
(0.23)
(0.42)
(0.30)
(0.18)
(0.14)
(0.15)
Return
of
capital
(0.04)
Total
Distributions
(0.23)
(0.42)
(0.30)
(0.18)
(0.14)
(0.19)
Net
Asset
Value,
End
of
Period
$9.98
$9.91
$9.81
$9.65
$10.16
$10.20
Total
Return(b)(c)
3.06%
5.47%
4.78%
(3.30)%
0.94%
4.08%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.62%
0.62%
0.62%
0.62%
0.62%
0.62%
Net
Investment
Income
(Loss)(d)
4.55%
4.15%
2.75%
1.40%
1.10%
1.64%
Gross
Expenses(d)(e)
0.72%
0.70%
0.68%
0.65%
0.67%
0.68%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$40,456
$46,086
$78,500
$105,653
$133,644
$165,330
Portfolio
Turnover(b)(f)
12%
38%
58%
81%
58%
85%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
43
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
High
Yield
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$5.43
$5.40
$5.26
$6.79
$6.83
$6.73
Investment
Activities:
Net
investment
income
(loss)(a)
0.19
0.41
0.42
0.40
0.36
0.37
Net
realized
and
unrealized
gains
(losses)
0.10
0.01
0.17
(1.52)
(0.03)
0.10
Total
from
Investment
Activities
0.29
0.42
0.59
(1.12)
0.33
0.47
Distributions
to
Shareholders
from:
Net
investment
income
(0.19)
(0.39)
(0.45)
(0.41)
(0.37)
(0.37)
Total
Distributions
(0.19)
(0.39)
(0.45)
(0.41)
(0.37)
(0.37)
Net
Asset
Value,
End
of
Period
$5.53
$5.43
$5.40
$5.26
$6.79
$6.83
Total
Return(b)(c)
5.52%
8.07%
11.69%
(16.87)%
4.86%
7.61%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.00%
1.00%
1.00%
1.00%
1.00%
1.00%
Net
Investment
Income
(Loss)(d)
7.03%
7.56%
7.88%
6.68%
5.22%
5.85%
Gross
Expenses(d)(e)
1.14%
1.11%
1.09%
1.08%
1.08%
1.12%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$22,104
$21,188
$28,258
$28,508
$49,271
$38,735
Portfolio
Turnover(b)(f)
33%
88%
46%
47%
67%
124%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
44
See
notes
to
financial
statements.
Victory
High
Yield
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$5.44
$5.42
$5.28
$6.81
$6.85
$6.75
Investment
Activities:
Net
investment
income
(loss)(a)
0.17
0.37
0.38
0.36
0.31
0.33
Net
realized
and
unrealized
gains
(losses)
0.11
—(b)
0.17
(1.52)
(0.03)
0.10
Total
from
Investment
Activities
0.28
0.37
0.55
(1.16)
0.28
0.43
Distributions
to
Shareholders
from:
Net
investment
income
(0.17)
(0.35)
(0.41)
(0.37)
(0.32)
(0.33)
Total
Distributions
(0.17)
(0.35)
(0.41)
(0.37)
(0.32)
(0.33)
Net
Asset
Value,
End
of
Period
$5.55
$5.44
$5.42
$5.28
$6.81
$6.85
Total
Return(c)(d)
5.32%
7.10%
10.87%
(17.41)%
4.11%
6.84%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.70%
1.70%
1.70%
1.70%
1.70%
1.70%
Net
Investment
Income
(Loss)(e)
6.29%
6.83%
7.16%
6.03%
4.51%
5.14%
Gross
Expenses(e)(f)
1.88%
1.84%
1.81%
1.80%
1.78%
1.81%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$19,607
$16,541
$22,618
$23,976
$32,889
$25,957
Portfolio
Turnover(c)(g)
33%
88%
46%
47%
67%
124%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
45
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
High
Yield
Fund
Class
R
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$5.50
$5.42
$5.28
$6.81
$6.85
$6.75
Investment
Activities:
Net
investment
income
(loss)(a)
0.18
0.39
0.40
0.38
0.34
0.35
Net
realized
and
unrealized
gains
(losses)
0.10
0.05
0.17
(1.52)
(0.03)
0.10
Total
from
Investment
Activities
0.28
0.44
0.57
(1.14)
0.31
0.45
Distributions
to
Shareholders
from:
Net
investment
income
(0.18)
(0.36)
(0.43)
(0.39)
(0.35)
(0.35)
Total
Distributions
(0.18)
(0.36)
(0.43)
(0.39)
(0.35)
(0.35)
Net
Asset
Value,
End
of
Period
$5.60
$5.50
$5.42
$5.28
$6.81
$6.85
Total
Return(b)(c)
5.26%
8.41%
11.29%
(17.07)%
4.55%
7.24%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.35%
1.35%
1.31%
1.29%
1.28%
1.33%
Net
Investment
Income
(Loss)(d)
6.57%
7.18%
7.53%
6.46%
4.93%
5.51%
Gross
Expenses(d)(e)
2.44%
1.36%
1.31%
1.29%
1.28%
1.33%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$1,282
$1,244
$16,109
$15,267
$19,243
$19,248
Portfolio
Turnover(b)(f)
33%
88%
46%
47%
67%
124%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
46
See
notes
to
financial
statements.
Victory
High
Yield
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$5.41
$5.38
$5.24
$6.76
$6.80
$6.70
Investment
Activities:
Net
investment
income
(loss)(a)
0.20
0.42
0.43
0.41
0.38
0.39
Net
realized
and
unrealized
gains
(losses)
0.10
0.01
0.17
(1.51)
(0.04)
0.10
Total
from
Investment
Activities
0.30
0.43
0.60
(1.10)
0.34
0.49
Distributions
to
Shareholders
from:
Net
investment
income
(0.20)
(0.40)
(0.46)
(0.42)
(0.38)
(0.39)
Total
Distributions
(0.20)
(0.40)
(0.46)
(0.42)
(0.38)
(0.39)
Net
Asset
Value,
End
of
Period
$5.51
$5.41
$5.38
$5.24
$6.76
$6.80
Total
Return(b)(c)
5.68%
8.37%
12.02%
(16.58)%
5.15%
7.88%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.76%
0.76%
0.76%
0.76%
0.76%
0.76%
Net
Investment
Income
(Loss)(d)
7.31%
7.84%
8.21%
7.00%
5.49%
6.11%
Gross
Expenses(d)(e)
0.92%
0.87%
0.89%
0.86%
0.84%
0.90%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$78,735
$105,698
$110,624
$177,376
$237,385
$168,677
Portfolio
Turnover(b)(f)
33%
88%
46%
47%
67%
124%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
47
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Tax-Exempt
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.42
$8.51
$8.27
$9.78
$9.94
$9.84
Investment
Activities:
Net
investment
income
(loss)(a)
0.14
0.29
0.28
0.27
0.27
0.29
Net
realized
and
unrealized
gains
(losses)
(0.39)
(0.06)
0.28
(1.41)
0.12
0.23
Total
from
Investment
Activities
(0.25)
0.23
0.56
(1.14)
0.39
0.52
Distributions
to
Shareholders
from:
Net
investment
income
(0.16)
(0.32)
(0.32)
(0.31)
(0.32)
(0.32)
Net
realized
gains
(0.06)
(0.23)
(0.10)
Total
Distributions
(0.16)
(0.32)
(0.32)
(0.37)
(0.55)
(0.42)
Net
Asset
Value,
End
of
Period
$8.01
$8.42
$8.51
$8.27
$9.78
$9.94
Total
Return(b)(c)
(2.98)%
2.90%
6.89%
(11.70)%
3.94%
5.39%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.80%(f)
0.80%(f)
0.80%(g)
0.80%
0.80%
0.80%
Net
Investment
Income
(Loss)(d)
3.55%
3.37%
3.44%
3.08%
2.74%
3.00%
Gross
Expenses(d)(e)
1.14%(f)
1.14%(f)
1.12%(g)
1.07%
1.03%
1.04%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$20,637
$22,310
$25,328
$24,745
$35,312
$32,001
Portfolio
Turnover(b)(h)
2%
18%
15%
13%
6%
44%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
48
See
notes
to
financial
statements.
Victory
Tax-Exempt
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.42
$8.50
$8.27
$9.78
$9.94
$9.84
Investment
Activities:
Net
investment
income
(loss)(a)
0.11
0.22
0.22
0.20
0.20
0.22
Net
realized
and
unrealized
gains
(losses)
(0.39)
(0.05)
0.27
(1.41)
0.11
0.22
Total
from
Investment
Activities
(0.28)
0.17
0.49
(1.21)
0.31
0.44
Distributions
to
Shareholders
from:
Net
investment
income
(0.13)
(0.25)
(0.26)
(0.24)
(0.24)
(0.24)
Net
realized
gains
(0.06)
(0.23)
(0.10)
Total
Distributions
(0.13)
(0.25)
(0.26)
(0.30)
(0.47)
(0.34)
Net
Asset
Value,
End
of
Period
$8.01
$8.42
$8.50
$8.27
$9.78
$9.94
Total
Return(b)(c)
(3.36)%
2.09%
6.05%
(12.40)%
3.13%
4.56%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.60%(f)
1.60%(f)
1.60%(g)
1.60%
1.60%
1.60%
Net
Investment
Income
(Loss)(d)
2.75%
2.58%
2.64%
2.23%
2.01%
2.28%
Gross
Expenses(d)(e)
5.48%(f)
4.76%(f)
3.23%(g)
2.58%
2.38%
1.91%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$306
$323
$707
$927
$2,037
$6,497
Portfolio
Turnover(b)(h)
2%
18%
15%
13%
6%
44%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
49
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Tax-Exempt
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.42
$8.50
$8.27
$9.78
$9.94
$9.84
Investment
Activities:
Net
investment
income
(loss)(a)
0.15
0.29
0.29
0.28
0.29
0.30
Net
realized
and
unrealized
gains
(losses)
(0.39)
(0.04)
0.27
(1.41)
0.11
0.23
Total
from
Investment
Activities
(0.24)
0.25
0.56
(1.13)
0.40
0.53
Distributions
to
Shareholders
from:
Net
investment
income
(0.17)
(0.33)
(0.33)
(0.32)
(0.33)
(0.33)
Net
realized
gains
(0.06)
(0.23)
(0.10)
Total
Distributions
(0.17)
(0.33)
(0.33)
(0.38)
(0.56)
(0.43)
Net
Asset
Value,
End
of
Period
$8.01
$8.42
$8.50
$8.27
$9.78
$9.94
Total
Return(b)(c)
(2.93)%
3.02%
7.01%
(11.60)%
4.06%
5.51%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.69%(f)
0.69%(f)
0.69%(g)
0.69%
0.69%
0.69%
Net
Investment
Income
(Loss)(d)
3.66%
3.46%
3.55%
3.19%
2.85%
3.12%
Gross
Expenses(d)(e)
0.92%(f)
0.97%(f)
0.98%(g)
0.87%
0.89%
0.85%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$12,040
$13,517
$10,348
$10,826
$13,969
$22,998
Portfolio
Turnover(b)(h)
2%
18%
15%
13%
6%
44%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
50
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.55
$9.33
$9.07
$11.09
$10.84
$10.75
Investment
Activities:
Net
investment
income
(loss)(a)
0.18
0.37
0.37
0.36
0.36
0.42
Net
realized
and
unrealized
gains
(losses)
(0.32)
0.25
0.29
(1.95)
0.27
0.15
Total
from
Investment
Activities
(0.14)
0.62
0.66
(1.59)
0.63
0.57
Distributions
to
Shareholders
from:
Net
investment
income
(0.19)
(0.40)
(0.40)
(0.40)
(0.38)
(0.39)
Net
realized
gains
(0.03)
(0.09)
Total
Distributions
(0.19)
(0.40)
(0.40)
(0.43)
(0.38)
(0.48)
Net
Asset
Value,
End
of
Period
$9.22
$9.55
$9.33
$9.07
$11.09
$10.84
Total
Return(b)(c)
(1.45)%
6.83%
7.41%
(14.48)%
5.91%
5.52%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.80%
0.80%(f)
0.80%(g)
0.80%
0.80%
0.80%
Net
Investment
Income
(Loss)(d)
3.92%
3.92%
4.08%
3.74%
3.22%
3.95%
Gross
Expenses(d)(e)
1.14%
1.16%(f)
1.13%(g)
1.04%
1.04%
1.10%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$14,793
$16,624
$18,357
$21,747
$34,352
$26,330
Portfolio
Turnover(b)(h)
7%
8%
11%
23%
19%
74%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
51
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.55
$9.32
$9.07
$11.09
$10.84
$10.75
Investment
Activities:
Net
investment
income
(loss)(a)
0.15
0.30
0.30
0.29
0.28
0.33
Net
realized
and
unrealized
gains
(losses)
(0.32)
0.25
0.28
(1.96)
0.27
0.16
Total
from
Investment
Activities
(0.17)
0.55
0.58
(1.67)
0.55
0.49
Distributions
to
Shareholders
from:
Net
investment
income
(0.16)
(0.32)
(0.33)
(0.32)
(0.30)
(0.31)
Net
realized
gains
(0.03)
(0.09)
Total
Distributions
(0.16)
(0.32)
(0.33)
(0.35)
(0.30)
(0.40)
Net
Asset
Value,
End
of
Period
$9.22
$9.55
$9.32
$9.07
$11.09
$10.84
Total
Return(b)(c)
(1.82)%
6.02%
6.59%
(15.14)%
5.12%
4.72%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.57%
1.57%(f)
1.57%(g)
1.57%
1.57%
1.57%
Net
Investment
Income
(Loss)(d)
3.15%
3.17%
3.30%
2.94%
2.50%
3.11%
Gross
Expenses(d)(e)
7.84%
6.12%(f)
3.14%(g)
2.56%
2.20%
1.90%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$136
$238
$475
$1,259
$2,192
$9,378
Portfolio
Turnover(b)(h)
7%
8%
11%
23%
19%
74%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
52
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.56
$9.33
$9.07
$11.09
$10.84
$10.75
Investment
Activities:
Net
investment
income
(loss)(a)
0.19
0.39
0.39
0.38
0.38
0.44
Net
realized
and
unrealized
gains
(losses)
(0.33)
0.26
0.29
(1.95)
0.28
0.16
Total
from
Investment
Activities
(0.14)
0.65
0.68
(1.57)
0.66
0.60
Distributions
to
Shareholders
from:
Net
investment
income
(0.20)
(0.42)
(0.42)
(0.42)
(0.41)
(0.42)
Net
realized
gains
(0.03)
(0.09)
Total
Distributions
(0.20)
(0.42)
(0.42)
(0.45)
(0.41)
(0.51)
Net
Asset
Value,
End
of
Period
$9.22
$9.56
$9.33
$9.07
$11.09
$10.84
Total
Return(b)(c)
(1.44)%
7.07%
7.77%
(14.29)%
6.16%
5.76%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.57%
0.57%(f)
0.57%(g)
0.57%
0.57%
0.57%
Net
Investment
Income
(Loss)(d)
4.16%
4.14%
4.31%
3.94%
3.40%
4.14%
Gross
Expenses(d)(e)
0.90%
1.01%(f)
0.89%(g)
0.87%
0.85%
0.93%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$20,394
$15,021
$14,528
$12,548
$14,087
$9,682
Portfolio
Turnover(b)(h)
7%
8%
11%
23%
19%
74%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
53
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
High
Income
Municipal
Bond
Fund
Member
Class
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
November
3,
2020(a)
through
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$9.56
$9.33
$9.07
$11.09
$10.84
$10.56
Investment
Activities:
Net
investment
income
(loss)(b)
0.19
0.39
0.38
0.38
0.34
0.12
Net
realized
and
unrealized
gains
(losses)
(0.33)
0.25
0.29
(1.96)
0.31
0.31
Total
from
Investment
Activities
(0.14)
0.64
0.67
(1.58)
0.65
0.43
Distributions
to
Shareholders
from:
Net
investment
income
(0.20)
(0.41)
(0.41)
(0.41)
(0.40)
(0.06)
Net
realized
gains
(0.03)
(0.09)
Total
Distributions
(0.20)
(0.41)
(0.41)
(0.44)
(0.40)
(0.15)
Net
Asset
Value,
End
of
Period
$9.22
$9.56
$9.33
$9.07
$11.09
$10.84
Total
Return(c)(d)
(1.48)%
7.10%
7.57%
(14.35)%
6.07%
4.12%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.65%
0.65%(g)
0.65%(h)
0.65%
0.65%
0.65%
Net
Investment
Income
(Loss)(e)
4.07%
4.05%
4.22%
3.93%
3.04%
6.78%
Gross
Expenses(e)(f)
1.19%
1.36%(g)
1.17%(h)
1.33%
2.61%
42.32%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$4,477
$4,191
$3,140
$3,976
$2,853
$140
Portfolio
Turnover(c)(i)
7%
8%
11%
23%
19%
74%
(a)
Commencement
of
operations.
(b)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
less
than
0.01%.
(h)
Reflects
total
annual
operating
expenses
before
reductions
of
any
expenses
paid
indirectly.
The
Fund's
expenses
paid
indirectly
decreased
the
expense
ratios
by
0.01%.
(i)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
54
See
notes
to
financial
statements.
Victory
Floating
Rate
Fund
Class
A
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.04
$8.13
$8.19
$9.33
$9.34
$9.42
Investment
Activities:
Net
investment
income
(loss)(a)
0.38
0.73
0.76
0.48
0.36
0.49
Net
realized
and
unrealized
gains
(losses)
(0.15)
(0.10)
(0.03)
(1.13)
—(b)
(0.08)
Total
from
Investment
Activities
0.23
0.63
0.73
(0.65)
0.36
0.41
Distributions
to
Shareholders
from:
Net
investment
income
(0.39)
(0.72)
(0.79)
(0.49)
(0.37)
(0.49)
Total
Distributions
(0.39)
(0.72)
(0.79)
(0.49)
(0.37)
(0.49)
Net
Asset
Value,
End
of
Period
$7.88
$8.04
$8.13
$8.19
$9.33
$9.34
Total
Return(c)(d)
2.90%
8.08%
9.30%
(7.01)%
3.89%
4.81%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
1.00%
1.00%
1.00%
1.01%(g)
1.00%
1.00%
Net
Investment
Income
(Loss)(e)
9.57%
9.05%
9.25%
5.52%
3.88%
5.54%
Gross
Expenses(e)(f)
1.23%
1.15%
1.12%
1.11%
1.12%
1.17%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$133,248
$145,626
$187,617
$252,904
$349,706
$164,864
Portfolio
Turnover(c)(h)
12%
52%
36%
35%
35%
54%
(a)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(b)
Amount
is
less
than
$0.005
per
share.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
With
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
55
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Floating
Rate
Fund
Class
C
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.05
$8.13
$8.20
$9.33
$9.34
$9.42
Investment
Activities:
Net
investment
income
(loss)(a)
0.35
0.67
0.69
0.41
0.29
0.43
Net
realized
and
unrealized
gains
(losses)
(0.16)
(0.10)
(0.04)
(1.12)
(0.01)
(0.09)
Total
from
Investment
Activities
0.19
0.57
0.65
(0.71)
0.28
0.34
Distributions
to
Shareholders
from:
Net
investment
income
(0.36)
(0.65)
(0.72)
(0.42)
(0.29)
(0.42)
Total
Distributions
(0.36)
(0.65)
(0.72)
(0.42)
(0.29)
(0.42)
Net
Asset
Value,
End
of
Period
$7.88
$8.05
$8.13
$8.20
$9.33
$9.34
Total
Return(b)(c)
2.37%
7.32%
8.30%
(7.66)%
3.05%
3.96%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
1.80%
1.80%
1.80%
1.81%(f)
1.80%
1.80%
Net
Investment
Income
(Loss)(d)
8.76%
8.25%
8.44%
4.73%
3.09%
4.81%
Gross
Expenses(d)(e)
2.03%
1.95%
1.88%
1.87%
1.89%
1.94%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$23,899
$27,700
$42,099
$58,606
$81,109
$94,885
Portfolio
Turnover(b)(g)
12%
52%
36%
35%
35%
54%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
Excludes
any
applicable
sales
charges,
including
contingent
deferred
sales
charges.
Total
return
would
be
reduced
if
sales
charges
were
taken
into
account.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Includes
impact
of
Interfund
lending
fees.
With
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Victory
Portfolios
Financial
Highlights
continued
For
a
Share
Outstanding
Throughout
Each
Period
56
See
notes
to
financial
statements.
Victory
Floating
Rate
Fund
Class
Y
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
Year
Ended
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.05
$8.13
$8.20
$9.33
$9.35
$9.43
Investment
Activities:
Net
investment
income
(loss)(a)
0.38
0.75
0.77
0.49
0.38
0.51
Net
realized
and
unrealized
gains
(losses)
(0.15)
(0.09)
(0.03)
(1.11)
(0.01)
(0.08)
Total
from
Investment
Activities
0.23
0.66
0.74
(0.62)
0.37
0.43
Distributions
to
Shareholders
from:
Net
investment
income
(0.40)
(0.74)
(0.81)
(0.51)
(0.39)
(0.51)
Total
Distributions
(0.40)
(0.74)
(0.81)
(0.51)
(0.39)
(0.51)
Net
Asset
Value,
End
of
Period
$7.88
$8.05
$8.13
$8.20
$9.33
$9.35
Total
Return(b)(c)
2.88%
8.45%
9.42%
(6.69)%
4.01%
5.03%
Ratios
to
Average
Net
Assets:
Net
Expenses(d)(e)
0.78%
0.78%
0.78%
0.79%(f)
0.78%
0.78%
Net
Investment
Income
(Loss)(d)
9.76%
9.27%
9.45%
5.58%
4.08%
5.73%
Gross
Expenses(d)(e)
0.98%
0.88%
0.86%
0.85%
0.86%
0.93%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$240,792
$288,749
$518,827
$939,244
$1,768,900
$403,852
Portfolio
Turnover(b)(g)
12%
52%
36%
35%
35%
54%
(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)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(d)
Annualized
for
periods
less
than
one
year.
(e)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(f)
Includes
impact
of
Interfund
lending
fees.
With
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(g)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
57
Victory
Portfolios
For
a
Share
Outstanding
Throughout
Each
Period
Financial
Highlights
continued
See
notes
to
financial
statements.
Victory
Floating
Rate
Fund
Member
Class
Six
Months
Ended
June
30,
2025
(Unaudited)
Year
Ended
December
31,
2024
Year
Ended
December
31,
2023
Year
Ended
December
31,
2022
Year
Ended
December
31,
2021
November
3,
2020(a)
through
December
31,
2020
Net
Asset
Value,
Beginning
of
Period
$8.04
$8.13
$8.19
$9.33
$9.34
$9.02
Investment
Activities:
Net
investment
income
(loss)(b)
0.38
0.74
0.77
0.52
0.38
0.08
Net
realized
and
unrealized
gains
(losses)
(0.16)
(0.10)
(0.03)
(1.15)
(0.01)
0.32
Total
from
Investment
Activities
0.22
0.64
0.74
(0.63)
0.37
0.40
Distributions
to
Shareholders
from:
Net
investment
income
(0.39)
(0.73)
(0.80)
(0.51)
(0.38)
(0.08)
Total
Distributions
(0.39)
(0.73)
(0.80)
(0.51)
(0.38)
(0.08)
Net
Asset
Value,
End
of
Period
$7.87
$8.04
$8.13
$8.19
$9.33
$9.34
Total
Return(c)(d)
2.85%
8.25%
9.47%
(6.87)%
4.04%
4.41%
Ratios
to
Average
Net
Assets:
Net
Expenses(e)(f)
0.85%
0.85%
0.85%
0.86%(g)
0.85%
0.85%
Net
Investment
Income
(Loss)(e)
9.73%
9.20%
9.42%
5.94%
4.02%
5.46%
Gross
Expenses(e)(f)
1.34%
1.40%
1.27%
1.36%
3.64%
56.41%
Supplemental
Data:
Net
Assets
at
end
of
period
(000's)
$4,686
$4,373
$4,045
$4,350
$2,122
$62
Portfolio
Turnover(c)(h)
12%
52%
36%
35%
35%
54%
(a)
Commencement
of
operations.
(b)
Per
share
net
investment
income
(loss)
has
been
calculated
using
the
average
daily
shares
method.
(c)
Not
annualized
for
periods
less
than
one
year.
(d)
Assumes
reinvestment
of
all
net
investment
income
and
realized
capital
gain
distributions,
if
any,
during
the
period.
Includes
adjustments
in
accordance
with
U.S.
Generally
Accepted
Accounting
Principles
and
could
differ
from
the
reported
return.
(e)
Annualized
for
periods
less
than
one
year.
(f)
Does
not
include
acquired
fund
fees
and
expenses,
if
any.
(g)
Includes
impact
of
Interfund
lending
fees.
With
these
Interfund
lending
fees,
the
net
expense
ratio
would
have
been
at
the
contractual
expense
cap.
(h)
Portfolio
turnover
is
calculated
on
the
basis
of
the
Fund
as
a
whole
without
distinguishing
between
the
classes
of
shares.
Notes
to
Financial
Statements
June
30,
2025
Victory
Portfolios
58
(Unaudited)
1.
Organization:
Victory
Portfolios
(the
“Trust”)
is
organized
as
a
Delaware
statutory
trust and
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 32
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.
The
accompanying
financial
statements
are
those
of
the
following five
funds
(collectively,
the
“Funds”
and
individually,
a
“Fund”).
Each
Fund is
classified
as
diversified
under
the
1940
Act.
*
Effective
March
28,
2024,
the
Fund's
Class
R
shares
were
converted
to
Class
A
shares.
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. Victory
Capital
Management
Inc.
(“VCM”
or
the
“Adviser”)
is
an
indirect
wholly
owned
subsidiary
of
Victory
Capital
Holdings,
Inc.,
a
publicly
traded
Delaware
corporation,
and
a
wholly
owned
direct
subsidiary
of
Victory
Capital
Operating,
LLC.
Under
the
Trust’s
organizational
documents,
its
officers
and
trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
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 Funds
in
the
preparation
of their
financial
statements.
 The
policies
are
in
conformity
with
U.S.
Generally
Accepted
Accounting
Principles
(“GAAP”).
The
preparation
of
financial
statements
in
accordance
with
GAAP
requires
the Adviser
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
income
and
expenses
for
the
period.
Actual
results
could
differ
from
those
estimates.
The
Funds
follow
the
specialized
accounting
and
reporting
requirements
under
GAAP
that
are
applicable
to
investment
companies
under
Accounting
Standards
Codification
Topic
946.
Investment
Valuation:
The
Funds
record
investments
at
fair
value.
Fair
value
is
defined
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
valuation
techniques
described
below
maximize
the
use
of
observable
inputs
and
minimize
the
use
of
unobservable
inputs
in
determining
fair
value.
The
inputs
used
for
valuing
the
Funds’
investments
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
quoted
prices
(unadjusted)
in
active
markets
for
identical
securities
Level
2
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
or
credit
spreads,
applicable
to
those
securities,
etc.)
Level
3
significant
unobservable
inputs
(including
the
Adviser’s
assumptions
in
determining
the
fair
value
of
investments)
Changes
in
valuation
techniques
may
result
in
transfers
in
or
out
of
an
assigned
level
within
the
disclosure
hierarchy.
The
inputs
or
methodologies
used
for
valuation
techniques
are
not
necessarily
an
indication
of
the
risks
associated
with
entering
into
those
investments.
The
Adviser,
appointed
as the
valuation
designee
by the
Trust’s
Board
of
Trustees
(the
“Board”),
has
established
the
Pricing
and
Liquidity
Committee
(the
“Committee”),
and
subject
to Board
oversight,
the
Committee
administers
and
oversees
the
Funds’
valuation
policies
and
procedures,
which are
approved
by
the
Board.
Portfolio
securities
listed
or
traded
on
securities
exchanges,
including
Exchange-Traded
Funds
(“ETFs”)
and
American
Depositary
Receipts,
are
valued
at
the
last
sale
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
closing bid
quotation
on
the
exchange
or
system
where
the
security
is
principally
traded.
In
each
of
these
situations,
valuations
are
typically
categorized
as
Level
1
in
the
fair
value
hierarchy.
Investments
in
open-end
investment
companies,
other
than
ETFs, are
valued
at their
net
asset
value
(“NAV”).
These
valuations
are
typically
categorized
as
Level
1 in
the
fair
value
hierarchy.
Debt
securities
are
valued
each
business
day
by
a
pricing
service
approved
by
the
valuation
designee
and
subject
to
the
oversight
of
the
Board.
The
pricing
service
uses
the
evaluated
bid
or market
quotes to
value
securities.
Debt
obligations
maturing
within
60
days
may
be
valued
at
amortized
cost,
provided
that
the
amortized
cost
represents
the
fair
value
of
such
securities.
These
valuations
are
typically
categorized
as
Level
2
in
the
fair
value
hierarchy.
Funds
(Legal
Name)
Funds
(Short
Name)
Investment
Share
Classes
Offered
Victory
Low
Duration
Bond
Fund*
Low
Duration
Bond
Fund
A,
C,
and
Y
Victory
High
Yield
Fund
High
Yield
Fund
A,
C,
R,
and
Y
Victory
Tax-Exempt
Fund
Tax-Exempt
Fund
A,
C,
and
Y
Victory
High
Income
Municipal
Bond
Fund
High
Income
Municipal
Bond
Fund
A,
C,
Y,
and
Member
Class
Victory
Floating
Rate
Fund*
Floating
Rate
Fund
A,
C,
Y,
and
Member
Class
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
59
(Unaudited)
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.
In
the
event
that
price
quotations
or
valuations
are
not
readily
available,
investments
are
valued
at
fair
value
in
accordance
with
procedures
established
by
and
under
the
general
supervision
and
responsibility
of
the
Board.
These
valuations
are
typically
categorized
as
Level
2
or
Level
3
in
the
fair
value
hierarchy,
based
on
the
observability
of
inputs
used
to
determine
the
fair
value.
The
effect
of
fair
value
pricing
is
that
securities
may
not
be
priced
on
the
basis
of
quotations
from
the
primary
market
in
which
they
are
traded
and
the
actual
price
realized
from
the
sale
of
a
security
may
differ
materially
from
the
fair
value
price.
Valuing
these
securities
at
fair
value
is
intended
to
cause
the
Funds’
NAV to
be
more
reliable
than
it
otherwise
would
be.
A
summary
of
the
valuations
as
of
June
30,
2025,
based
upon
the
three
levels
defined
above,
is
included
in
the
table
below
while
the
breakdown,
by
category,
of
investments
is
disclosed
on
the
Schedules
of
Portfolio
Investments  (amounts
in
thousands):
Level
1
Level
2
Level
3
Total
Low
Duration
Bond
Fund
Asset-Backed
Securities
.........................................
$
$
22,228
$
$
22,228
Collateralized
Loan
Obligations
...................................
289
289
Collateralized
Mortgage
Obligations
................................
17,922
17,922
Corporate
Bonds
..............................................
26,769
26,769
Yankee
Dollars
...............................................
10,891
10,891
Municipal
Bonds
..............................................
660
660
U.S.
Government
Agency
Mortgages
................................
2,498
2,498
U.S.
Treasury
Obligations
........................................
10,483
10,483
Commercial
Paper
.............................................
2,399
2,399
Collateral
for
Securities
Loaned
...................................
53
53
Total
.......................................................
$
53
$
94,139
$
$
94,192
High
Yield
Fund
Asset-Backed
Securities
.........................................
484
484
Common
Stocks
...............................................
739
401
1,140
Senior
Secured
Loans
...........................................
9,109
9,109
Corporate
Bonds
..............................................
74,962
74,962
Yankee
Dollars
...............................................
19,591
19,591
Commercial
Paper
.............................................
8,953
8,953
Exchange-Traded
Funds
.........................................
5,811
5,811
Collateral
for
Securities
Loaned
...................................
4,598
4,598
Total
.......................................................
$
10,409
$
113,838
$
401
$
124,648
Tax-Exempt
Fund
Municipal
Bonds
..............................................
32,974
32,974
Total
.......................................................
$
$
32,974
$
$
32,974
High
Income
Municipal
Bond
Fund
Municipal
Bonds
..............................................
39,260
39,260
Total
.......................................................
$
$
39,260
$
$
39,260
Floating
Rate
Fund
Collateralized
Loan
Obligations
...................................
3,739
3,739
Common
Stocks
...............................................
6,757
677
7,434
Senior
Secured
Loans
...........................................
317,127
3,532
320,659
Corporate
Bonds
..............................................
29,740
29,740
Yankee
Dollars
...............................................
3,925
3,925
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
60
(Unaudited)
As
of June
30,
2025,
there
were
no
significant transfers
into/out
of
Level
3.
Investment
Companies:
Exchange-Traded
Funds:
The Funds
may
invest
in
ETFs,
the
shares
of
which
are
bought
and
sold
on
a
securities
exchange.
An
ETF
trades
like
common
stock
and
represents
a
fixed
portfolio
of
securities
often
designed
to
track
the
performance
and
dividend
yield
of
a
particular
domestic
or
foreign
market
index.
Among
other
purposes,
the
Funds
may
purchase
shares
of
an
ETF
to
temporarily
gain
exposure
to
a
portion
of
the
U.S.
or
a
foreign
market
while
awaiting
purchase
of
underlying
securities.
The
risks
of
owning
an
ETF
generally
reflect
the
risks
of
owning
the
underlying
securities
the
ETF
is
designed
to
track,
although
the
lack
of
liquidity
of
an
ETF
could
result
in
it
being
more
volatile.
Additionally,
ETFs
have
fees
and
expenses
that
reduce
their
value.
Open-End
Funds:
The
Funds
may
invest
in
portfolios
of
open-end
investment
companies.
These
investment
companies
value
securities
in
their
portfolios
for
which
market
quotations
are
readily
available
at
their
market
values
(generally
the
last
reported
sale
price)
and
all
other
securities
and
assets
at
their
fair
value
by
the
methods
established
by
the
board
of
directors
of
the
underlying
funds.
Securities
Purchased
on
a
Delayed-Delivery
or
When-Issued
Basis:
The
Funds
may
purchase
securities
on
a
delayed-delivery
or
when-issued
basis.
Delivery
and
payment
for
securities
that
have
been
purchased
by
the
Funds
on
a
delayed-delivery
or
when-issued
basis,
or
for
delayed
draws
on
loans
can
generally
take
place
within
35
days after
the
trade
date.
Securities
that
require
more
than
35
days
to
settle
are
considered
a
senior
security
and
subject
to
Rule
18f-4.
At
the
time
the
Funds
make
the
commitment
to
purchase
a
security
on
a
delayed-delivery
or
when-issued
basis,
the
Funds
record
the
transaction
and
reflect
the
value
of
the
security
in
determining
NAV.
No
interest
accrues
to
the
Funds
until
the
transaction
settles
and
payment
takes
place.
If
the
Funds
own
delayed-
delivery
or
when-issued
securities,
these
values
are
included
in
Payables
for
Investments
purchased
on
the
accompanying
Statements
of
Assets
and
Liabilities.
Municipal
Obligations:
The
values
of
municipal
obligations
can
fluctuate
and
may
be
affected
by
adverse
tax,
legislative,
or
political
changes,
and
by
financial
developments
affecting
municipal
issuers.
Payments
of
municipal
obligations
may
depend
on
a
relatively
limited
source
of
revenue,
resulting
in
greater
credit
risk.
Future
changes
in
federal
tax
laws
or
the
activity
of
an
issuer
may
adversely
affect
the
tax-exempt
status
of
municipal
obligations.
Mortgage-
and
Asset-Backed
Securities:
The
values
of
some
mortgage-related
or
asset-backed
securities
may
be
particularly
sensitive
to
changes
in
prevailing
interest
rates.
Early
repayment
of
principal
on
some
mortgage-related
securities
may
expose
the
Funds
to
a
lower
rate
of
return
upon
reinvestment
of
principal.
The
values
of
mortgage-
and
asset-backed
securities
depend
in
part
on
the
credit
quality
and
adequacy
of
the
underlying
assets
or
collateral
and
may
fluctuate
in
response
to
the
market’s
perception
of
these
factors
as
well
as
current
and
future
repayment
rates.
Some
mortgage-backed
securities
are
backed
by
the
full
faith
and
credit
of
the
U.S.
government
(e.g.,
mortgage-backed
securities
issued
by
the
Government
National
Mortgage
Association,
commonly
known
as
“Ginnie
Mae”),
while
other
mortgage-backed
securities
(e.g.,
mortgage-backed
securities
issued
by
the
Federal
National
Mortgage
Association
and
the
Federal
Home
Loan
Mortgage
Corporation,
commonly
known
as
“Fannie
Mae”
and
“Freddie
Mac,”
respectively),
are
backed
only
by
the
credit
of
the
government
entity
issuing
them.
In
addition,
some
mortgage-backed
securities
are
issued
by
private
entities
and,
as
such,
are
not
guaranteed
by
the
U.S.
government
or
any
agency
or
instrumentality
of
the
U.S.
government.
Loans:
Floating
rate
loans
in
which
a
Fund
invests
are
primarily
“senior”
loans.
Senior
floating
rate
loans
typically
hold
a
senior
position
in
the
capital
structures
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.
Level
1
Level
2
Level
3
Total
Floating
Rate
Fund,
continued
Exchange-Traded
Funds
.........................................
$
16,686
$
$
$
16,686
Total
.......................................................
$
16,686
$
361,288
$
4,209
$
382,183
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
61
(Unaudited)
The Funds
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.
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.
The
Funds
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
Funds
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
a
good
faith
margin
deposit,
known
as
initial
margin,
of
cash
or
government
securities
with
a
broker
or
custodian,
which is
required
to
initiate
and
maintain
open
positions
in
futures
contracts.
Subsequent
payments,
known
as
variation
margin,
are
made
or
received
by
the
Funds
based
on
the
change
in
the
market
value
of
the
position
and
are
recorded
as
unrealized
appreciation
or
depreciation
until
the
contract
is
closed
out,
at
which
time
the
gain
or
loss
is
realized.
The
Funds
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
Funds
had
not
entered
into
any
futures
transactions.
In
addition,
the
value
of
the
Funds’
futures
positions
may
not
prove
to
be
perfectly
or
even
highly
correlated
with
the
value
of
its
portfolio
securities
or
foreign
currencies,
limiting
the
Funds’
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
reflected
on
the
Statements
of
Assets
and
Liabilities
under
Deposit
with
broker
for
futures
contracts.
The
Funds
did
not
hold
futures
contracts
as
of
June
30,
2025.
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
the
Funds’
asset
allocations
or
risk
exposures,
or
(iii)
for
hedging
purposes.
The
use
by
the
Funds
of
centrally
cleared
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
the
Funds
to
greater
volatility
than
investments
in
more
traditional
securities,
as
described
in
the
Funds’
Statements
of
Additional
Information.
Centrally
cleared
credit
default
swap
(“CDS”)
agreements
on
credit
indices
involve
one
party
making
a
stream
of
payments
(referred
to
as
the
buyer
of
protection)
to
another
party
(the
seller
of
protection)
in
exchange
for
the
right
to
receive
a
specified
return
in
the
event
of
a
write-down,
principal
shortfall,
interest
shortfall
or
default
of
all
or
part
of
the
referenced
entities
comprising
the
credit
index.
A
credit
index
is
a
basket
of
credit
instruments
or
exposures
designed
to
be
representative
of
a
specific
sector
of
the
credit
market
as
a
whole.
These
indices
are
made
up
of
reference
credits
that
are
judged
by
a
poll
of
dealers
to
be
the
most
liquid
entities
in
the
CDS.
The
counterparty
risk
for
cleared
swap
agreements
is
generally
lower
than
uncleared
over-the-counter
swap
agreements
because
generally
a
clearing
organization
becomes
substituted
for
each
counterparty
to
a
centrally
cleared
swap
agreement
and,
in
effect,
guarantees
each
party’s
performance
under
the
contract
as
each
party
to
a
trade
looks
only
to
the
clearing
organization
for
performance
of
financial
obligations.
However,
there
can
be
no
assurance
that
the
clearing
organization,
or
its
members,
will
satisfy
its
obligations
to
the
Funds.
The
Funds may
enter
into
CDS
agreements
either
as
a
buyer
or
seller.
The Funds may
buy
protection
under
a
CDS
to
attempt
to
mitigate
the
risk
of
default
or
credit
quality
deterioration
in
one
or
more
individual
holdings
or
in
a
segment
of
the
fixed
income
securities
market.
The
Funds
may
sell
protection
under
a
CDS
in
an
attempt
to
gain
exposure
to
an
underlying
issuer’s
credit
quality
characteristics
without
investing
directly
in
that
issuer.
For
swaps
entered
with
an
individual
counterparty,
the
Funds
bear
the
risk
of
loss
of
the
uncollateralized
amount
expected
to
be
received
under
a
CDS
agreement
in
the
event
of
the
default
or
bankruptcy
of
the
counterparty.
CDS
agreements
are
generally
valued
at
a
price
at
which
the
counterparty
to
such
agreement
would
terminate
the
agreement.
The
Funds
may
also
enter
into
centrally
cleared
swaps.
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
62
(Unaudited)
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
a
Fund
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 Funds
as the
sellers
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
the
Funds
are
the
sellers
of
protection
are
disclosed
on
the
Schedules
of
Portfolio
Investments.
These
potential
amounts
would
be
partially
offset
by
any
recovery
values
of
the
respective
referenced
obligations,
upfront
payments
received
upon
entering
into
the
agreement,
periodic
interest
payments,
or
net
amounts
received
from
the
settlement
of
buy
protection
CDS
agreements
entered
into
by
the
Funds
for
the
same
referenced
entity
or
entities.
The
collateral
held
by
the
Funds
is
reflected
on
the
Statements
of
Assets
and
Liabilities
under
Deposit
with
broker
for
swap
agreements. 
The
Funds
did
not
hold
swap
contracts
as
of
June
30,
2025.
Investment
Transactions
and
Related
Income:
Changes
in
holdings
of
investments
are
accounted
for
no
later
than
one
business
day
following
the
trade
date.
For
financial
reporting
purposes,
however,
investment
transactions
are
accounted
for
on
trade
date
or
the
last
business
day
of
the
reporting
period.
Interest
income
is
determined
on
the
basis
of
coupon
interest
accrued
and
recorded
daily
using
the
effective
interest
method
which
adjusts,
where
applicable,
the
amortization
of
premiums
or
accretion
of
discounts. Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividends
included
in
income,
if
any,
are
recorded
at
the
fair
value
of
the
securities
received. 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. 
The Funds
may
receive
other
income
from
investments
in
loan
assignments
and/or
unfunded
commitments,
including
amendment
fees,
consent
fees,
and
commitment
fees.
These
fees
are
recorded
as
income
when
received.
These
amounts,
if
received,
are
included
in
Interest
income
on
the
Statements
of
Operations.
Securities
Lending:
The
Funds, through
a Securities
Lending
Agreement with
Citibank,
N.A.
(“Citibank”), may
lend
their
securities
to
qualified
financial
institutions,
such
as
certain
broker-dealers
and
banks,
to
earn
additional
income,
net
of
income
retained
by
Citibank.
Borrowers
are
required
to
initially
secure
their
loans for
collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
securities
loaned
or
at
least
105%
of
the
value
of
non-U.S.
securities
loaned,
marked-to-market
daily.
Any
collateral
shortfalls
associated
with
increases
in
the
valuation
of
the
securities
loaned
are
generally
cured the
next
business
day.
The
collateral
can
be
received
in
the
form
of
cash
collateral
and/or
non-cash
collateral.
Non-
cash
collateral
can
include
U.S.
Government
Securities and
other
securities
as
permitted
by
Securities
and
Exchange
Commission
(“SEC”)
guidelines.
The
cash
collateral
is
invested
in
short-term
instruments
or
cash
equivalents,
primarily
open-end
investment
companies,
as
noted
on
the
Funds’
Schedules
of
Portfolio
Investments.
The
Funds
effectively
do not
have
control
of
the
non-cash
collateral
and
therefore
it
is
not
disclosed
on
the
Funds’
Schedules
of
Portfolio
Investments.
Collateral
requirements
are
determined
daily
based
on
the
value
of
the
Funds’
securities
on
loan
as
of
the
end
of
the prior
business
day.
During
the
time
portfolio
securities
are
on
loan,
the
borrower
will
pay
the
Funds
any
dividends
or
interest
paid
on
such
securities
plus
any
fee
negotiated
between
the
parties
to
the
lending
agreement.
The
Funds
also
earn
a
return
from
the
collateral.
The
Funds
pay
Citibank
various
fees
in
connection
with
the
investment
of
cash
collateral
and
fees
based
on
the
investment
income
received
from
securities
lending
activities.
Securities
lending
income
(net
of
these
fees)
is
disclosed
on
the
Statements
of
Operations.
Loans
are
terminable
upon
demand
and
the
borrower
must
return
the
loaned
securities
within
the
lesser
of
one
standard
settlement
period
or
five
business
days. Although
risk
is
mitigated
by
the
collateral, a
Fund could
experience
a
delay
in
recovering
its
securities
and
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
them.
In
addition,
there
is
a
risk that
the
value
of
the
short-term
investments
will
be
less
than
the
amount
of
cash
collateral
required
to
be
returned
to
the
borrower.
The
Funds’
agreement
with
Citibank
does
not
include
master
netting
provisions.
Non-cash
collateral
received
by
the
Funds
may
not
be
sold
or
repledged,
except
to
satisfy
borrower
default.
The
following
table
is
a
summary
of
the
Funds’
securities
lending
transactions
as
of
June
30,
2025
(amounts
in
thousands):
Federal
Income
Taxes:
Each
Fund
intends
to
continue
to
qualify
as
a
regulated
investment
company
by
complying
with
the
provisions
available
to
certain
investment
companies,
as
defined
in
applicable
sections
of
the
Internal
Revenue
Code,
and
to
make
distributions
of
net
investment
income
and
net
realized
Value
of
Securities
on
Loan
Non-Cash
Collateral
Cash
Collateral
Low
Duration
Bond
Fund
...........................................
$
51
$
$
53
High
Yield
Fund
.................................................
4,416
4,598
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
63
(Unaudited)
gains
sufficient
to
relieve
it
from
all,
or
substantially
all,
federal
income
taxes.
Accordingly,
no
provision
for
federal
income
taxes
is
required
in
the
financial
statements.
The
Funds
have
a
tax
year
end
of
December
31.
For
the
six
months
ended
June
30,
2025,
the
Funds
did
not
incur
any
income
tax,
interest,
or
penalties,
and
have
recorded
no
liability
for
net
unrecognized
tax
benefits
relating
to
uncertain
tax
positions.
Management
of
the
Funds
has
reviewed
tax
positions
taken
in
tax
years
that
remain
subject
to
examination
by
all
major
tax
jurisdictions,
including
federal
(i.e.,
the
last
four
tax
years,
which
includes
the
current
fiscal
tax
year
end).
Management
believes
that
there
is
no
tax
liability
resulting
from
unrecognized
tax
benefits
related
to
uncertain
tax
positions
taken.
Allocations:
Expenses
directly
attributable
to a
Fund
are
charged
to that
Fund,
while
expenses
that
are
attributable
to
more
than
one
fund
in
the
Trust,
or
jointly
with
an
affiliated
trust,
are
allocated
among
the
respective
funds
in
the
Trust
and/or
an
affiliated
trust
based
upon
net
assets
or
another
appropriate
basis.
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.
Fees
Paid
Indirectly:
Expense
offsets
to
custody
fees
that
arise
from
credits
on
cash
balances
maintained
on
deposit
are
reflected
on
the
Statements
of
Operations,
as
applicable,
as
Fees
paid
indirectly.
3.
Purchases
and
Sales:
Purchases
and sales
of
securities
(excluding
securities
maturing
less
than
one
year
from
acquisition)
for
the
six
months
ended
June
30,
2025,
were
as
follows (amounts
in
thousands):
4.
Fees
and
Transactions
with
Affiliates
and
Related
Parties:
Investment
Advisory
Fees: 
Investment
advisory
services
are
provided
to
the
Funds
by
the
Adviser,
which
is
a
New
York
corporation
registered
as
an
investment
adviser
with
the
SEC.
VCM
had
entered
into
an
Interim
Sub-Advisory
Agreement
with
Amundi
Asset
Management
US,
Inc.
(“Amundi
US”),
for
the
Floating
Rate
Fund
effective
for
150
days
from
October
4,
2024.
Amundi
US
was
responsible
for
providing
day-to-day
investment
advisory
services
to
the
Floating
Rate
Fund,
subject
to
the
oversight
of
the
Board.
VCM
paid
a
fee
of
0.25%
of
the
average
daily
net
assets
of
the
Floating
Rate
Fund,
computed
and
accrued
daily
and
paid
in
arrears
within
the
first
five
business
days
of
every
month
in
accordance
with
the
terms
of
the
Interim
Sub-Advisory
Agreement
and
applicable
law.
Effective
February
28,
2025,
the
Interim
Sub-Advisory
Agreement
terminated.
Effective
March
1,
2025,
VCM
continues
to
serve
as
the
Floating
Rate
Fund’s
adviser
and
members
of
VCM’s
Victory
Income
Investors
franchise
serve
as
the
Floating
Rate
Fund’s
portfolio
managers. 
Under
the
terms
of
the
Investment
Advisory
Agreement,
the
Adviser
is
entitled
to
receive
fees
accrued
daily
and
paid
monthly
at
an
annualized
rate
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.
Excluding
U.S.
Government
Securities
U.S.
Government
Securities
Purchases
Sales
Purchases
Sales
Low
Duration
Bond
Fund
..........................................
$
9,940
$
18,591
$
1,920
$
2,336
High
Yield
Fund
................................................
38,300
58,076
Tax-Exempt
Fund
................................................
509
3,285
High
Income
Municipal
Bond
Fund
...................................
6,825
2,319
Floating
Rate
Fund
...............................................
47,722
96,118
Flat
Rate
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%
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
64
(Unaudited)
Amounts
incurred
and
paid
to
VCM
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Investment
advisory
fees.
Administration
and
Servicing
Fees:
VCM
also
serves
as
the
Funds’
administrator
and
fund
accountant.
Under
the
Administration
and
Fund
Accounting
Agreement,
VCM
is
paid
an
administration
fee
based
on
a
percentage
of
the
average
daily
net
assets
of
the
Trust,
Victory
Variable
Insurance
Funds
and
Victory
Portfolios
II.
The
tiered
rates
at
which
VCM
is
paid
by
the
Funds
are
shown
in
the
table
below:
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
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 six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-
Administration
fees.
The
Funds
(as
part
of
the
Trust)
have
entered
into
an
agreement
with
the
Adviser
to
provide
compliance
services,
pursuant
to
which
the
Adviser
furnishes
its
compliance
personnel,
including
the
services
of
the
Chief
Compliance
Officer
(“CCO”),
and
other
resources
reasonably
necessary
to
provide
the
Trust
with
compliance
oversight
services
related
to
the
design,
administration,
and
oversight
of
a
compliance
program
for
the
Trust
in
accordance
with
Rule
38a-1
under
the
1940
Act.
The
CCO
is
an
employee
of
the
Adviser,
which
pays
the
compensation
of
the
CCO
and
support
staff.
The
funds
in
the
Trust,
Victory
Variable
Insurance
Funds,
and
Victory
Portfolios
II,
in
the
aggregate,
compensate
the
Adviser
for
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Compliance
fees.
Transfer
Agency
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
six
months ended
June
30,
2025,
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.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
if
any,
are
reflected
on
the
Statements
of
Operations
as
Transfer
agent
fees.
Sub-Transfer
Agency
Fees:
The
Funds
have
entered
into
Sub-Transfer
Agency
Agreements
with
financial
intermediaries
that
provide
recordkeeping,
processing,
shareholder
communications
and
other
services
to
customers
of
the
intermediaries
that
hold
positions
in
the
Funds
and
have
agreed
to
compensate
the
intermediaries
for
providing
those
services.
Intermediaries
transact
with
the
Funds
primarily
through
the
use
of
omnibus
accounts
on
behalf
of
their
customers
who
hold
positions
in
the
Funds.
These
services
would
have
been
provided
by
the
Funds’
transfer
agent
and
other
service
providers
if
the
shareholders’
accounts
were
maintained
directly
at
the
Funds’
transfer
agent.
Amounts
incurred
for
the
six
months ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Sub-Transfer
agent
fees.
Distributor/Underwriting
Services:
Victory
Capital
Services,
Inc.
(the
“Distributor”),
an
affiliate
of
the
Adviser,
serves
as
Distributor
for
the
continuous
offering
of
the
shares
of
the
Funds
pursuant
to
a
Distribution
Agreement
between
the
Distributor
and
the
Trust.
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
up
to
the
annual
rate
shown
in
the
table
below:
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
C,
and
Class
R.
Amounts
incurred
for
the
six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
12b-1
fees.
In
addition,
the
Distributor
is
entitled
to
receive
commissions
in
connection
with sales
of
Class
A.
For
the
six
months
ended
June
30,
2025,
the
Distributor
received
the
following
from
commissions
earned
in
connection with
sales
of
Class
A
(amounts
in
thousands): 
Net
Assets
Up
to
$15
billion
$15
billion
$30
billion
Over
$30
billion
0.08%,
plus
0.05%,
plus
0.04%
Class
A
Class
C
Class
R
Low
Duration
Bond
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
High
Yield
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
0.50%
Tax-Exempt
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
High
Income
Municipal
Bond
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
Floating
Rate
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.25%
1.00%
N/A
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
65
(Unaudited)
Other
Fees:
Citibank
serves
as
the
Funds’
custodian.
The
Funds
pay
Citibank
a
fee
for
providing
these
services.
Amounts
incurred
for
the six
months
ended
June
30,
2025,
are
reflected
on
the
Statements
of
Operations
as
Custodian
fees.
Sidley
Austin
LLP
provides
legal
services
to
the
Trust.
The
Adviser
has
entered
into
an
expense
limitation
agreement
with
the
Trust. Under
the
terms
of
the
agreement,
the
Adviser
has
agreed
to
waive
fees
or
reimburse
certain
expenses
to
the
extent
that
ordinary
operating
expenses
incurred
by
certain
classes
of
the
Funds
in
any
fiscal
year
exceed
the
expense
limits
for the
Funds.
Such
excess
amounts
will
be
the
liability
of
the
Adviser.
Acquired
fund
fees
and
expenses,
interest,
taxes,
brokerage
commissions,
other
expenditures which
are
capitalized
in
accordance
with
GAAP,
and
other
extraordinary
expenses
not
incurred
in
the
ordinary
course
of the
Funds’
business
are
excluded
from
the
expense
limits.
As
of
June
30,
2025,
the
expense
limits
(excluding
voluntary
waivers) were
as
follows:
Under
the
terms
of
the
expense
limitation agreement, the Funds
have
agreed
to
repay
fees
and
expenses
that
were
waived
or
reimbursed
by
the
Adviser
for
a
period
of
up
to
three
years
(thirty-six
(36)
months)
after
the
waiver
or
reimbursement
took
place,
subject
to
the
lesser
of
any
operating
expense
limits
in
effect
at
the
time
of:
(a)
the
original
waiver
or
expense
reimbursement;
or
(b)
the
recoupment,
after
giving
effect
to
the
recoupment
amount.
The
Funds
have
not
recorded
any
amounts
available
to
be
repaid
to
the
Adviser
as
a
commitment
and
contingency
liability
due
to
an
assessment
that
such
repayments
are
not
probable
at
June
30,
2025.
As
of June
30,
2025,
the
following amounts
are
available
to
be
repaid
to
the
Adviser
(amounts
in
thousands):
The
Adviser
may
voluntarily
waive
or
reimburse
additional
fees
to
assist
the
Funds
in
maintaining
competitive
expense
ratios.
Voluntary
waivers
and
reimbursements
applicable
to
the
Funds
are
not
available
to
be
recouped
at
a
future
time.
For
the
six
months ended
June
30,
2025,
the
Adviser
voluntarily
waived
the
following
amounts:
Certain
officers
and/or
interested
trustees
of
the
Funds
are
also
officers
and/or
employees
of
the
Adviser,
administrator,
fund
accountant,
legal
counsel,
and
Distributor.
5.
Risks:
The
following
describes
the
principal
risks
that
you
may
assume
as
an
investor
in
each
Fund.
The
risk
descriptions
below
provide
a
more
detailed
explanation
of
the
principal
investment
risks.
The
Funds
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
Amount
Low
Duration
Bond
Fund
...............................................................................
$
137
High
Yield
Fund
.....................................................................................
36
Tax-Exempt
Fund
.....................................................................................
121
High
Income
Municipal
Bond
Fund
........................................................................
117
Floating
Rate
Fund
....................................................................................
238
In
effect
until
April
30,
2026
Class
A
Class
C
Class
R
Class
Y
Member
Class
Low
Duration
Bond
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
0.85%
1.62%
N/A
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%
Floating
Rate
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
1.00%
1.80%
N/A
0.78%
0.85%
Expires
2025
Expires
2026
Expires
2027
Expires
2028
Total
Low
Duration
Bond
Fund
...................................
$
40
$
87
$
102
$
47
$
276
High
Yield
Fund
.........................................
138
237
191
101
667
Tax-Exempt
Fund
.........................................
67
125
127
56
375
High
Income
Municipal
Bond
Fund
............................
70
139
167
73
449
Floating
Rate
Fund
........................................
704
909
762
454
2,829
Amount
Low
Duration
Bond
Fund
...............................................................................
$
15

Victory Portfolios

 

Notes to Financial Statements — continued

June 30, 2025

  (Unaudited)

 

 

 

Low Duration Bond Fund High Yield Fund Tax-Exempt Fund High Income Municipal Bond Fund Floating Rate Fund
General Market Risk X X X X X
Debt Securities Risk X X X X X
High-Yield/Junk Bond Risk X X X X X
Municipal Obligations Risk     X X  
Floating Rate Loan Risk   X     X

 

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

 

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, economic conditions, market events and public health crises and responses by governments and companies to such developments. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuer’s ability to timely meet its debt obligations as they come due.

 

High-Yield/Junk Bond Risk — Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.

 

Municipal Obligations Risk — The values of municipal obligations that depend on a specific revenue source to fund their payment obligations may fluctuate as a result of changes in the cash flows generated by the revenue source or changes in the priority of the municipal obligation to receive the cash flows generated by the revenue source. Changes in the financial health of a municipality or other issuer, or an insurer of municipalities, may make it difficult to pay interest and principal when due and may affect the overall municipal securities market. Municipal obligations concentrated in a particular geographic region may make the Fund’s (or Funds’) investments more susceptible to economic, political, regulatory, or other factors affecting issuers in those geographic areas and may increase the volatility of the Fund’s (or Funds’) net asset value. In addition, changes in federal tax laws or the activity of an issuer may adversely affect the tax-exempt status of municipal obligations. Loss of tax-exempt status may cause interest received and distributed to shareholders by the Fund(s) to be taxable and may result in a significant decline in the values of such municipal obligations.

 

Floating Rate Loan Risk — Investments in floating rate loans are generally subject to the same risks as investments in other types of debt securities, including, in many cases, investments in high-yield/junk bonds. There may be limited public information available regarding the loan. They may be difficult to value and may be illiquid. The receipt of principal and interest on some loans may be subject to the credit risk of a financial institution that issues or administers the loan. In certain circumstances, the Fund(s) may not have the same protections available to investors under the federal securities laws. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the value of the Fund’s (or Funds’) investments in floating rate loans are more likely to decline. Transactions in loans often settle on a delayed basis, and the Fund(s) may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. The secondary market for floating rate loans is limited and, thus, the Fund’s (or Funds’) ability to sell or realize the full value of its investment in these loans to reinvest sale proceeds or to meet redemption obligations may be impaired.

 

6. Borrowing and Interfund Lending:

Line of Credit:

The Victory Funds Complex participates in a short-term demand note “Line of Credit” agreement with Citibank. Under the agreement with Citibank, the funds in the Trust, Victory Variable Insurance Funds, Victory Portfolios II, and Victory Portfolios III (collectively, the  “Victory

 

66

 

 

Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
67
(Unaudited)
Funds
Complex”),
in
aggregate, may
borrow
up
to
$600
million,
of
which
$300
million
is
committed
and
$300
million
is
uncommitted.
$40
million
of
the
Line
of
Credit
is
reserved
for
use
by
the
Victory
Floating
Rate
Fund,
another
series
of
the
Victory
Funds
Complex,
with
Victory
Floating
Rate
Fund
paying
the
related
commitment
fees
for
that
amount.
The
purpose
of
the
Line
of
Credit
is
to
meet
temporary
or
emergency
cash
needs.
For
the six
months
ended
June
30,
2025,
Citibank
received
an
annual
commitment
fee
of
0.15%
on
$300
million
for
providing
the
Line
of
Credit.
Each
Fund
in
the
Victory
Funds
Complex
paid
a
pro-rata
portion
of
the
commitment
fees
plus
any
interest
on
amounts
borrowed.
Interest
is
based
on
the
one-month Secured
Overnight
Financing
Rate
plus
1.10
percent.
Effective
June
24,
2025,
the
agreement
was
renewed
with
a
termination
date
of
June
22,
2026,
and
the
annual
commitment
fee
of
0.15%
remained
unchanged.
Dedicated
portions
to
the
Victory
Floating
Rate
Fund
have
been
removed,
making
the
entire
Line
of
Credit
(committed
and
uncommitted)
available
to
all
funds.
Interest
charged
to each
Fund during
the
period,
if
applicable,
is
reflected
on
the
Statements
of
Operations
under
Line
of
credit
fees.
The
Funds
had
no
borrowings
under the
Line
of
Credit
agreement
during
the
six
months
ended
June
30,
2025.
Interfund
Lending:
The
Trust
and
the
Adviser
rely
on
an
exemptive
order
granted
by
the
SEC
in
March
2017
(the
“Order”),
permitting
the
establishment
and
operation
of
an
Interfund
Lending
Facility
(the
“Facility”).
The
Facility
allows
each
Fund
to
directly
lend
and
borrow
money
to
or
from
any
other
fund
in
the
Victory
Funds
Complex
that
is
permitted
to
participate
in
the
Facility,
relying
upon
the
Order
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Advances
under
the
Facility
are
allowed
for
temporary
or
emergency
purposes,
including
the
meeting
of
redemption
requests
that
otherwise
might
require
the
untimely
disposition
of
securities,
and
are
subject
to
each
Fund’s
borrowing
restrictions.
The
interfund
loan
rate
is
determined,
as
specified
in
the
Order,
by
averaging
the
current
repurchase
agreement
rate
and
the
current
bank
loan
rate.
As
a
Borrower
(as
defined
in
the
Order),
interest
charged
to
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending
fees.
As
a
Lender
(as
defined
in
the
Order),
interest
earned
by
each
Fund,
if
any,
during
the
period,
is
reflected
on
the
Statements
of
Operations
under
Interfund
lending.
The
average
borrowing
or
lending
for
the
days
outstanding
and
average
interest
rate
for
the
Funds
that
utilized
this
Facility
during
the
six
months
ended
June
30,
2025,
were
as
follows
(amounts
in
thousands):
*
Based
on
the
number
of
days
borrowings
were
outstanding
for
the
six
months
ended
June
30,
2025.
7.
Federal
Income
Tax
Information:
Dividends
from
net
investment
income,
if
any,
are
declared
and
paid
as
noted
in
the
table
below.
Distributable
net
realized
gains,
if
any,
are
declared
and
distributed
at
least
annually
from
each
Fund. 
The
amounts
of
dividends
from
net
investment
income
and
distributions
from
net
realized
gains
(collectively,
distributions
to
shareholders)
are
determined
in
accordance
with
federal
income
tax
regulations,
which
may
differ
from
GAAP.
To
the
extent
these
“book/tax”
differences
are
permanent
in
nature
(e.g.,
net
operating
loss
and
distribution
reclassification),
such
amounts
are
reclassified
within
the
components
of
net
assets
based
on
their
federal
tax-basis
treatment;
temporary
differences
(e.g.,
wash
sales)
do
not
require
reclassification.
To
the
extent
dividends
and
distributions
exceed
net
investment
income
and
net
realized
gains
for
tax
purposes,
they
are
reported
as
distributions
of
capital.
Net
investment
losses
incurred
by
the
Funds
may
be
reclassified
as
an
offset
to
capital
on
the
accompanying
Statements
of
Assets
and
Liabilities.
The
tax
character
of
current
year
distributions
paid
and
the
tax
basis
of
the
current
components
of
accumulated
earnings
(loss)
will
be
determined
at
the
end
of
the
current
tax
year.
As
of
the
tax
year
ended December
31,
2024,
the
following
Funds had
net
capital
loss
carryforwards as shown
in
the
table
below.
It
is
unlikely
that
the
Board
will
authorize
a
distribution
of
capital
gains
realized
in
the
future
until
the
capital
loss
carryforwards
have
been
used
(amounts
in
thousands):
Borrower
or
Lender
Amount
Outstanding
at
June
30,
2025
Average
Borrowing*
Average
Interest
Rate*
Maximum
Borrowing
During
the
Period
High
Yield
Fund
................................
Borrower
$
$
4,417
4.90%
$
6,257
Floating
Rate
Fund
...............................
Borrower
1,004
4.89%
1,004
Declared
Paid
Low
Duration
Bond
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Daily
Monthly
High
Yield
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Daily
Monthly
Tax-Exempt
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Daily
Monthly
High
Income
Municipal
Bond
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Daily
Monthly
Floating
Rate
Fund
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Daily
Monthly
Notes
to
Financial
Statements
continued
June
30,
2025
Victory
Portfolios
68
(Unaudited)
8.
Segment
Reporting:
In
this
reporting
period,
the
Funds
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280):
Improvements
to
Reportable
Segment
Disclosures.
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
each
Fund’s
financial
position
or
the
results
of
its
operations.
The
Adviser’s
Management
Committee acts
as
each
Fund’s
Chief
Operating
Decision
Maker
(“CODM”).
Each
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
each
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
Fund’s
single
investment
objective.
The
financial
information
in
the
form
of
the
Funds’
portfolio
composition,
total
returns,
expense
ratios,
and
changes
in
net
assets,
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
each
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
each
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
Statements
of
Assets
and
Liabilities
as
“total
assets”
and
significant
segment
expenses
are
listed
on
the
accompanying
Statements
of
Operations.
Short-Term
Amount
Long-Term
Amount
Total
Low
Duration
Bond
Fund
................................................
$
(13,255)
$
(20,689)
$
(33,944)
High
Yield
Fund
......................................................
(7,402)
(58,092)
(65,494)
Tax-Exempt
Fund
......................................................
(57)
(847)
(904)
High
Income
Municipal
Bond
Fund
.........................................
(85)
(796)
(881)
Floating
Rate
Fund
.....................................................
(79,748)
(370,583)
(450,331)
Victory
Funds
P.O.
Box
182593
Columbus,
Ohio
43218-2593
Visit
our
website
at:
vcm.com
Call
Victory
at:
800-539-FUND
(800-539-3863)
800-235-8396
for
Member
Class
VPRSFIF-SAR
(6/25)
 
(b)  The Financial Highlights are included as a part of the Financial Statements filed under Item 7(a) of this Form.
 
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
 
Not applicable. 
 
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
 
Proxy disclosures, if any, are included as part of the Financial Statements filed under Item 7(a) of this Form.
 
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
 
Not applicable. 
 
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
 
Not applicable. 
 
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
Not applicable. 
 
Item 15. Submission of Matters to a Vote of Security Holders.
 
Not applicable. 
 
Item 16. 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 those disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the Registrant on this report 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 Act (17CFR 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
 
Not applicable. 
 
Item 18. Recovery of Erroneously Awarded Compensation.
 
Not applicable. 
 
Item 19. Exhibits.
 
(a)(1)  Not applicable.
 
(a)(2)  Not applicable. 
 
(a)(3)  The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940 are attached hereto.
 
(b)  The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant) Victory Portfolios                                                                                                                                                                               
 
 
By (Signature and Title)     /s/ Carol D. Trevino                                                                                           
                                            Carol D. Trevino, Treasurer and Principal Financial Officer
Date:      September 4, 2025             
 
 
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/ Thomas Dusenberry                                                                     
                                                Thomas Dusenberry, President and Principal Executive Officer
Date:      September 4, 2025
 
 
By (Signature and Title)     /s/ Carol D. Trevino                                                                                           
                                            Carol D. Trevino, Treasurer and Principal Financial Officer
Date:      September 4, 2025
 
 
 
 
 
 

ATTACHMENTS / EXHIBITS

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