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			811-4852
Victory Portfolios
(Exact name of registrant as specified in charter)
3435 Stelzer Rd. Columbus, OH					43219
(Address of principal executive offices)					(Zip code)
Citi Fund Services, 3435 Stelzer Rd. Columbus, OH 43219
(Name and address of agent for service)
Registrant’s telephone number, including area code:				614-470-8000
Date of fiscal year end:	10/31/09
Date of reporting period:		04/30/09

Item 1. Reports to Stockholders.

April 30, 2009

Semi Annual Report

Institutional Money Market Fund

Federal Money Market Fund

VictoryConnect.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Table of Contents

Shareholder Letter	3
Financial Statements
Schedules of Portfolio Investments	5
Statements of Assets and Liabilities	11
Statements of Operations	12
Statements of Changes in Net Assets	13
Financial Highlights	15
Notes to Financial Statements	19
Supplemental Information
Trustee and Officer Information	27
Proxy Voting and Form N-Q Information	30
Expense Examples	31
Portfolio Holdings	32
Advisory Contract Renewal	33

The Funds are distributed by Victory Capital Advisers Inc., which is affiliated with KeyCorp and its subsidiaries. Victory Capital Management Inc., a member of the Key financial network, is the investment adviser to the Funds and receives a fee 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 Institutional Money Market Fund and Federal Money Market Fund.

The information in this semi-annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Furthermore, Victory Capital Management Inc. and its affiliates, as agents for their clients, and any of its officers or employees may have a beneficial interest or position in any of the securities mentioned, which may be contrary to any opinion or projection expressed in this report. Past investment performance of markets or securities mention herein should not be considered to be indicative of future results.

An investment in the Funds is not insured or guaranteed by the FDIC or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

NOT FDIC INSURED

Shares of the Victory Funds are not insured by the FDIC,
are not deposits or other obligations of, or guaranteed by, KeyCorp, Victory Capital Management Inc., or their affiliates, and are subject to investment risks, including possible loss of the principal amount invested.

The Victory Portfolios

Call Victory at:

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

Visit our web site at:

www.VictoryConnect.com

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2

Letter to Our Shareholders

"Nowhere to hide" was the theme for 2008. The S&P 500 suffered its worst calendar year since 1931. Volatility reached extreme levels not seen in decades. Despite aggressive monetary and fiscal stimulus, which prompted a number of short-term trading rallies, the overriding path was downward.

In the first quarter of 2009, the market continued its overall decline, but rallied sharply towards the end of the quarter to finish in strong fashion. While the economic backdrop remains challenging, indicators are becoming "less bad" and further government/Federal Reserve intervention has provided a lift to the equity market from oversold levels.

The Federal Reserve, in tandem with the U.S. Government, is using all of its tools in an attempt to stabilize financial markets. While specific details are still being determined, recent announcements of the Term Asset-backed Loan Facility (TALF) and the Public Private Investment Plan (PPIP) programs are gaining more support than previous endeavors. Encouragingly, these efforts are taking place simultaneously in different forms on a global scale. This globally coordinated effort to stabilize financial markets and stimulate economic activity could provide support and eventually work as a catalyst for future growth.

While there are still major headwinds, the market is coming off of its worst period in decades, and as a leading indicator of future activity, has priced-in much of the bad news with several technical indicators also pointing towards a recovery. We at Victory remain constructive on the longer term outlook, albeit cognizant of the short-term risks, and continue to hold to our three-tiered strategic plan for investment management:

1.  Consistent Performance and Investment Quality
Dedicated strategy teams maintain complete investment autonomy and consistently apply transparent, repeatable processes. Reliance on fundamental research ensures high-conviction portfolios, and state-of-the-art risk management tools are employed to ensure ongoing risk monitoring. Finally, value-added trading provides effective execution of investment decisions.

2.  Client Service Excellence
Our approach is simple: communication is complete, honest, and straightforward — our goal is no surprises.

3.  Empowerment, Ownership, and Accountability
Victory has an organizational structure that fosters an environment in which investment professionals thrive, and our compensation plan is built to attract and retain industry-leading talent. Our senior management team is committed to delivering high quality investment products and services.

We appreciate your confidence in the Victory Funds. We continue to closely monitor the possibility of increased regulatory reform wrought by these

3

tumultuous times, and will strive to embrace the programs and adopt the procedures necessary to safeguard our shareholders. If you have questions or would like further information, please feel free to contact us at 1-800-539-3863, or via our Website at www.VictoryConnect.com.

Mike Policarpo

President
The Victory Portfolios

4

The Victory Portfolios  Schedule of Portfolio InvestmentsInstitutional Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
Certificates of Deposit (6.0%)
Barclays Bank PLC NY, 2.01% (a), 1/11/10	$	70,000	$	70,000
Harris N.A., 0.88% (a), 5/29/09		15,000		15,000
Marshall & Ilsley Bank, 1.42% (a), 7/9/09		20,000		20,000
Wachovia Bank N.A., 1.55% (a), 5/26/09		14,000		13,985
Total Certificates of Deposit (Amortized Cost $118,846)				118,985
Commercial Paper (20.0%)
Bank of America Corp.
0.30% (b), 6/25/09		60,000		59,972
0.25% (b), 7/27/09		20,000		19,988
BNP Paribas Finance, Inc., 0.56% (b), 6/23/09		14,000		13,989
Chevron Funding Corp., 0.43% (b), 5/27/09		20,000		19,994
Credit Suisse First Boston USA, Inc., 1.36% (b), 7/9/09		70,000		69,819
Deere & Co., 0.51% (b), 5/6/09 (c)		5,000		5,000
Deutsche Bank Financial LLC, 0.66% (b), 5/7/09		15,000		14,998
Dexia Delaware LLC, 0.47% (b), 5/1/09		19,000		19,000
Eli Lilly & Co., 0.76% (b), 10/2/09 (c)		39,000		38,875
GE Capital Corp., 0.60% (b), 7/6/09		50,000		49,945
Honeywell International, Inc., 0.66% (b), 10/27/09 (c)		12,000		11,961
Johnson & Johnson, 0.49% (b), 9/18/09 (c)		6,000		5,989
Northwestern University
0.66% (b), 5/4/09		5,000		5,000
0.41% (b), 7/1/09		15,000		14,990
Paccar Financial Corp., 0.50% (b), 5/7/09		6,000		5,999
Praxair, Inc., 0.51% (b), 5/8/09		10,000		9,999
Societe Generale, 0.56% (b), 6/12/09		13,000		12,992
Total Capital Canada Ltd., 0.62% (b), 6/17/09 (c)		17,000		16,986
Total Commercial Paper (Amortized Cost $395,496)				395,496
Corporate Bonds (20.4%)
Bank of America N.A., 1.40% (a), 12/3/09 (c)		15,000		15,000
BellSouth Corp., 4.95%, 4/26/10 (c)		11,000		11,263
Citigroup Funding, Inc., Series D, 0.24% (a), 5/18/09, MTN		16,445		16,426
Countrywide Home Loans, Series K, 5.63%, 7/15/09, MTN		6,680		6,701
Credit Suisse First Boston USA, Inc.
4.70%, 6/1/09		6,000		6,012
Series 2, 0.42% (a), 11/20/09		17,000		16,574
Goldman Sachs Promissory Note, 1.38% (a), 6/23/09 (c)		80,000		80,000
Gryphon Funding Ltd. (d)(e)(f)(g)		11,482		6,200
IBM International Group Capital LLC, 1.47% (a), 3/26/10 (c)		11,000		11,000
Merrill Lynch & Co., Series C, 3.05% (a), 5/20/09, MTN		7,220		7,214
MetLife Global Funding I, 1.40% (a), 5/11/09 (c)		20,000		20,000
Morgan Stanley
Series F
1.22% (a), 1/15/10, MTN		14,100		13,781
1.41% (a), 1/15/10		12,500		11,972
4.00%, 1/15/10		6,687		6,640

See notes to financial statements.

5

The Victory Portfolios  Schedule of Portfolio Investments — continuedInstitutional Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
National Rural Utilities Cooperative Finance Corp., 1.22% (a), 10/9/09, MTN	$	10,000	$	9,982
Royal Bank of Scotland PLC, 2.05% (a), 1/12/10 (c)		70,000		70,000
SIV Portfolio (formerly Cheyne Finance LLC), 11/5/07 (e)(f)(g)(h)		5,821		—
Toyota Motor Credit Corp., Series B, 0.56% (a), 5/11/09, MTN		8,000		8,000
UBS AG Stamford, CT, 1.86% (a), 1/13/10, MTN		65,000		65,000
Wachovia Mortgage FSB, 4.13%, 12/15/09		8,100		7,935
Wal-Mart Stores, Inc., 5.75% (a), 6/1/09		15,000		15,038
Total Corporate Bonds (Amortized Cost $409,173)				404,738
Municipal Bonds (11.2%)
California State Department of Water Resources Supply Revenue
Series C-5, 0.70% (a), 5/1/22, LOC Dexia Credit Local		14,000		14,000
Series C-1, 1.00% (a), 5/1/22, LOC Dexia Credit Local		20,575		20,575
California Statewide Communities Development Authority Revenue, Redlands Community Hospital, Series B, 0.35% (a), 4/1/29, LOC JPMorgan Chase Bank		17,000		17,000
District of Columbia, Series D, 1.50% (a), 6/1/31, LOC Dexia Credit Local		24,900		24,900
Hudson County New Jersey, BAN, GO, 4.05%, 9/9/09		10,000		10,010
LoanStar Assets Partners LP Student Loan Revenue, Series A
3.00% (a), 2/1/40, LOC State Street B&T Co.		35,000		35,000
3.00% (a), 2/1/41, LOC State Street B&T Co.		38,000		38,000
Rhode Island Student Loan Authority Revenue
Series C-3, 1.20% (a), 7/1/48, LOC Dexia Credit Local		9,900		9,900
Series C-2, 2.00% (a), 7/1/48, LOC Dexia Credit Local, AMT		25,200		25,200
San Jose Financing Authority Revenue, Series F, 0.90% (a), 6/1/34, LOC Bank of America N.A.		10,245		10,245
Tulalip Tribes of the Tulalip Reservation Revenue, 0.40% (a), 6/1/19, LOC Wells Fargo Bank N.A.		18,000		18,000
Total Municipal Bonds (Amortized Cost $222,830)				222,830
Repurchase Agreements (27.8%)
Deutsche Bank Securities, Inc., 0.17%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $250,001, collateralized by U.S. Government Securities, 4.75%-7.00%, 2/1/24-1/1/39, market value $255,000)		250,000		250,000
RBS Securities, Inc., 0.17%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $250,001, collateralized by U.S. Government Securities, 1.88%, 4/30/14, market value $255,001)		250,000		250,000
UBS Warburg LLC, 0.15%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $50,900, collateralized by U.S. Government Securities, 5.50%-6.50%, 4/1/36-10/1/38, market value $51,921)		50,900		50,900
Total Repurchase Agreements (Amortized Cost $550,900)				550,900
U.S. Government Agency Securities (10.8%)
Federal Home Loan Bank, Series 1
1.09% (a), 8/5/09		15,000		15,001
2.65%, 7/2/09		10,000		10,000

See notes to financial statements.

6

The Victory Portfolios  Schedule of Portfolio Investments — continuedInstitutional Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
Federal Home Loan Mortgage Corp.
1.25%, 3/9/10, Callable 5/12/09 @ 100, MTN	$	30,000	$	30,000
1.25%, 3/12/10, Callable 5/18/09 @ 100, MTN		40,000		39,992
Federal National Mortgage Assoc.
0.40% (a), 9/3/09		100,000		100,000
1.03% (a), 7/13/10		20,000		19,991
Total U.S. Government Agency Securities (Amortized Cost $214,984)				214,984
U.S. Treasury Obligations (2.3%)
U.S. Treasury Bills
0.31% (b), 11/19/09		15,000		14,974
0.59% (b), 4/8/10		30,268		30,098
Total U.S. Treasury Obligations (Amortized Cost $45,072)				45,072
Other (0.0%)
Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser, expires November 6, 2009 (See Note 6 in Notes to Financial Statements)		—		—
Total Other (Amortized Cost $—)				—
Total Investments (Amortized Cost $1,957,301) — 98.5%				1,953,005
Other assets in excess of liabilities — 1.5%				30,010
NET ASSETS — 100.0%			$	1,983,015

*  Value represents amortized cost except for security noted with footnote (e).

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rate represents the effective yield at purchase.

(c)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(d)  Non-income producing security.

(e)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees.

Security	Acquisition Date		Acquisition Cost		Principal Amount		Fair Value		Percent of Net Assets
Gryphon Funding Ltd.		7/17/08	$	4,676	$	11,482	$	6,200		0.3	%
SIV Portfolio (formerly Cheyne Finance LLC), 11/5/07		10/24/06		5,817		5,821		—		—

(f)  Supported by an Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser, as discussed more fully in Note 6 to the Notes to Financial Statements. Security is fair valued in accordance with procedures approved by the Board of Trustees and represents 0.3% of net assets as of 4/30/09.

(g)  Security is issued by a structured investment vehicle.

(h)  Security is in default.

See notes to financial statements.

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The Victory Portfolios  Schedule of Portfolio Investments — continuedInstitutional Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

AMT — Subject to alternative minimum tax

BAN — Bond Anticipation Note

GO — General Obligation

LLC — Limited Liability Co.

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

See notes to financial statements.

8

The Victory Portfolios  Schedule of Portfolio InvestmentsFederal Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value
Commercial Paper (8.2%)
Bank of America Corp., 0.30% (a), 6/25/09	$	63,000	$	62,971
GE Capital Corp., 0.50% (a), 7/6/09		50,000		49,950
Total Commercial Paper (Amortized Cost $112,921)				112,921
Corporate Bonds (6.5%)
Goldman Sachs Promissory Note, 1.50%, 6/23/09		90,000		90,000
Total Corporate Bonds (Amortized Cost $90,000)				90,000
U.S. Government Agency Securities (37.9%)
Federal Farm Credit Bank
0.64% (b), 2/17/10		25,000		25,000
0.89% (b), 3/17/10		50,000		50,000
Federal Home Loan Bank
Series 1
1.04% (b), 5/26/09		75,000		75,000
2.65%, 7/2/09		20,000		20,000
1.24% (b), 11/20/09		40,000		40,000
0.92% (a), 1/19/10		10,050		9,984
Series 3
0.69% (b), 8/4/10		175,000		175,000
Federal Home Loan Mortgage Corp.
0.85% (a), 12/21/09		25,000		24,865
1.05%, 2/4/10, Callable 5/4/09 @ 100		50,000		50,000
1.10%, 2/26/10, Callable 5/4/09 @ 100		36,550		36,550
1.25%, 3/9/10, Callable 5/12/09 @ 100, MTN		15,000		15,000
Total U.S. Government Agency Securities (Amortized Cost $521,399)				521,399
U.S. Treasury Obligations (8.7%)
U.S. Treasury Bills
1.34% (a), 7/2/09		74,400		74,229
0.31% (a), 11/19/09		35,000		34,939
0.59% (a), 4/8/10		10,000		9,944
Total U.S. Treasury Obligations (Amortized Cost $119,112)				119,112
Repurchase Agreements (38.6%)
Deutsche Bank Securities, Inc., 0.17%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $225,001, collateralized by U.S. Government Securities, 3.86%-7.00%, 7/1/20-11/1/46, market value $229,500)		225,000		225,000
RBS Securities, Inc., 0.17%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $225,001, collateralized by U.S. Government Securities, 1.88%, 4/30/14, market value $229,502)		225,000		225,000

See notes to financial statements.

9

The Victory Portfolios  Schedule of Portfolio Investments — continuedFederal Money Market FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value
UBS Warburg LLC, 0.15%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $80,000, collateralized by U.S. Government Securities, 6.00%-7.00%, 10/1/22-1/1/48, market value $81,601)	$	80,000	$	80,000
Total Repurchase Agreements (Amortized Cost $530,000)				530,000
Total Investments (Amortized Cost $1,373,432) (c) — 99.9%				1,373,432
Other assets in excess of liabilities — 0.1%				1,423
NET ASSETS — 100.0%			$	1,374,855

(a)  Rate represents the effective yield at purchase.

(b)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(c)  Represents cost for financial reporting and federal income tax purposes.

LLC — Limited Liability Co.

MTN — Medium Term Note

See notes to financial statements.

10

Statements of Assets and Liabilities

The Victory Portfolios   April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Institutional Money Market Fund			Federal Money Market Fund
ASSETS:
Investments, at amortized cost (a)	$	1,402,105		$	843,432
Repurchase agreements, at value (b)		550,900			530,000
Total Investments		1,953,005			1,373,432
Cash		868			255
Interest receivable		3,363			1,636
Receivable for investments sold		27,000			—
Receivable from Adviser		—			1
Prepaid expenses		363			346
Total Assets		1,984,599			1,375,670
LIABILITIES:
Distributions payable		806			73
Payable for capital shares redeemed		—			51
Accrued expenses and other payables:
Investment advisory fees		309			265
Administration fees		149			106
Custodian fees		22			15
Transfer agent fees		39			24
Trustee fees		2			3
Shareholder servicing fees		37			62
Other accrued expenses		220			216
Total Liabilities		1,584			815
NET ASSETS:
Capital		1,982,334			1,374,951
Undistributed (distributions in excess of) net investment income		625			(57	)
Accumulated net realized gains (losses) from investment transactions		787			(39	)
Net unrealized depreciation on investments		(731	)		—
Net Assets	$	1,983,015		$	1,374,855
Net Assets
Investor Shares	$	1,832,203		$	1,095,108
Select Shares		150,812			279,747
Total	$	1,983,015		$	1,374,855
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Investor Shares		1,831,884			1,095,186
Select Shares		150,586			279,763
Total		1,982,470			1,374,949
Net asset value, offering and redemption price per share:
Investor Shares	$	1.00		$	1.00
Select Shares	$	1.00		$	1.00

(a)  Represents value for Institutional Money Market Fund. Amortized cost is $1,406,401.

(b) Value is equal to amortized cost.

See notes to financial statements.

11

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Institutional Money Market Fund			Federal Money Market Fund
Investment Income:
Interest income	$	13,891		$	6,493
Total Income		13,891			6,493
Expenses:
Investment advisory fees		1,842			2,072
Administration fees		914			817
Shareholder servicing fees - Select Shares		222			574
Custodian fees		125			113
Transfer agent fees		173			155
Transfer agent fees — Investor Shares		63			46
Transfer agent fees — Select Shares		6			20
Trustees' fees		95			91
Treasury Guarantee Program		430			410
Legal and audit fees		133			128
Other expenses		172			172
Total Expenses		4,175			4,598
Expenses waived/reimbursed by Adviser		—			(138	)
Net Expenses		4,175			4,460
Net Investment Income		9,716			2,033
Realized/Unrealized Losses from Investment Transactions
Net realized losses from investment transactions		(88	)		(39	)
Unrealized depreciation on investments		(731	)		—
Net realized/unrealized losses from investments		(819	)		(39	)
Net increase from payments by an affiliate for losses due to decline in the value of portfolio securities		589			—
Change in net assets resulting from operations	$	9,486		$	1,994

See notes to financial statements.

12

  
The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Institutional Money Market Fund						Federal Money Market Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	9,716		$	51,194		$	2,033		$	47,034
Net realized gains (losses) from investment transactions		(88	)		287			(39	)		240
Unrealized depreciation on investments		(731	)		(3,565	)		—			—
Net increase from payments by an affiliate for losses due to   decline in the value of   portfolio securities		589			4,246			—			—
Change in net assets resulting from operations		9,486			52,162			1,994			47,274
Distributions to shareholders:
From net investment income:
Investor Shares		(9,033	)		(45,598	)		(1,828	)		(34,496	)
Select Shares		(701	)		(5,587	)		(223	)		(12,532	)
From net realized gains:
Investor Shares		—			—			(168	)		—
Select Shares		—			—			(66	)		—
Change in net assets resulting from distributions to shareholders		(9,734	)		(51,185	)		(2,285	)		(47,028	)
Change in net assets from capital transactions		112,606			46,259			(545,970	)		67,380
Change in net assets		112,358			47,236			(546,261	)		67,626
Net Assets:
Beginning of period		1,870,657			1,823,421			1,921,116			1,853,490
End of period	$	1,983,015		$	1,870,657		$	1,374,855		$	1,921,116
Undistributed (distributions in excess of) net investment income	$	625		$	643		$	(57	)	$	(39	)

See notes to financial statements.

13

  
The Victory Portfolios   Statements of Changes in Net Assets — continued

(Amounts in Thousands)

	Institutional Money Market Fund						Federal Money Market Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
Capital Transactions:
Investor Shares
Proceeds from shares issued	$	5,096,656		$	8,280,284		$	2,113,365		$	10,879,441
Dividends reinvested		2,280			10,305			1,484			28,990
Cost of shares redeemed		(5,010,209	)		(8,184,510	)		(2,370,208	)		(10,914,204	)
Total Investor Shares	$	88,727		$	106,079		$	(255,359	)	$	(5,773	)
Select Shares
Proceeds from shares issued		1,789,485			3,822,870			604,213			1,718,645
Dividends reinvested		589			4,655			277			11,878
Cost of shares redeemed		(1,766,195	)		(3,887,345	)		(895,101	)		(1,657,370	)
Total Select Shares	$	23,879		$	(59,820	)	$	(290,611	)	$	73,153
Change in net assets from capital transactions	$	112,606		$	46,259		$	(545,970	)	$	67,380
Share Transactions:
Investor Shares
Issued		5,096,656			8,280,284			2,113,365			10,879,441
Reinvested		2,280			10,305			1,484			28,990
Redeemed		(5,010,209	)		(8,184,510	)		(2,370,208	)		(10,914,204	)
Total Investor Shares		88,727			106,079			(255,359	)		(5,773	)
Select Shares
Issued		1,789,485			3,822,870			604,213			1,718,645
Reinvested		589			4,655			277			11,878
Redeemed		(1,766,195	)		(3,887,345	)		(895,101	)		(1,657,370	)
Total Select Shares		23,879			(59,820	)		(290,611	)		73,153
Change in shares		112,606			46,259			(545,970	)		67,380

See notes to financial statements.

14

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Institutional Money Market Fund
	Investor Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Investment Activities:
Net investment income		0.005			0.028			0.051			0.044			0.026			0.009
Net realized and unrealized gains (losses) on investments		—	(a)		—	(a)		—	(a)		—			—	(a)		—
Total from Investment Activities		0.005			0.028			0.051			0.044			0.026			0.009
Distributions:
Net investment income		(0.005	)		(0.028	)		(0.051	)		(0.044	)		(0.026	)		(0.009	)
Total Distributions		(0.005	)		(0.028	)		(0.051	)		(0.044	)		(0.026	)		(0.009	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return (b)		0.52	%		2.84	%		5.18	%(c)		4.54	%		2.58	%		0.95	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	1,832,203		$	1,743,738		$	1,636,897		$	1,352,595		$	1,247,290		$	1,368,821
Ratio of expenses to average net assets (d)		0.41	%		0.36	%		0.37	%		0.38	%		0.37	%		0.35	%
Ratio of net investment income to average net assets (d)		1.04	%		2.80	%		4.97	%		4.45	%		2.53	%		0.95	%
Ratio of expenses to average net assets (d) (e)		0.41	%		0.36	%		0.37	%		0.38	%		0.41	%		0.39	%
Ratio of net investment income to average net assets (d) (e)		1.04	%		2.80	%		4.97	%		4.45	%		2.49	%		0.91	%

(a)  Rounds to less than $0.001 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

15

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Institutional Money Market Fund
	Select Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Investment Activities:
Net investment income		0.004			0.025			0.048			0.042			0.023			0.007
Net realized and unrealized gains (losses) on investments		—	(a)		—	(a)		—	(a)		—			—	(a)		—
Total from Investment Activities		0.004			0.025			0.048			0.042			0.023			0.007
Distributions:
Net investment income		(0.004	)		(0.025	)		(0.048	)		(0.042	)		(0.023	)		(0.007	)
Total Distributions		(0.004	)		(0.025	)		(0.048	)		(0.042	)		(0.023	)		(0.007	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return (b)		0.40	%		2.57	%		4.91	%(c)		4.28	%		2.32	%		0.69	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	150,812		$	126,919		$	186,524		$	157,785		$	146,105		$	132,775
Ratio of expenses to average net assets (d)		0.67	%		0.61	%		0.62	%		0.63	%		0.62	%		0.60	%
Ratio of net investment income to average net assets (d)		0.78	%		2.61	%		4.70	%		4.24	%		2.29	%		0.65	%
Ratio of expenses to average net assets (d) (e)		0.67	%		0.61	%		0.62	%		0.63	%		0.66	%		0.64	%
Ratio of net investment income to average net assets (d) (e)		0.78	%		2.61	%		4.70	%		4.24	%		2.25	%		0.61	%

(a)  Rounds to less than $0.001 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

16

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Federal Money Market Fund
	Investor Shares
	Six Months Ended April 30, 2009			Year Endetd October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Investment Activities:
Net investment income		0.001			0.025			0.050			0.044			0.025			0.009
Net realized gains (losses) on investments		—	(a)		—	(a)		—	(a)		—	(a)		—	(a)		—
Total from Investment Activities		0.001			0.025			0.050			0.044			0.025			0.009
Distributions:
Net investment income		(0.001	)		(0.025	)		(0.050	)		(0.044	)		(0.025	)		(0.009	)
Net realized gains from investments		—	(a)		—			—			—			—			—
Total Distributions		(0.001	)		(0.025	)		(0.050	)		(0.044	)		(0.025	)		(0.009	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return (b)		0.16	%		2.53	%		5.07	%(c)		4.45	%		2.48	%		0.92	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	1,095,108		$	1,350,683		$	1,356,283		$	1,142,994		$	1,187,123		$	994,342
Ratio of expenses to average net assets (d)		0.47	%		0.40	%		0.42	%		0.43	%		0.41	%		0.35	%
Ratio of net investment income to average net assets (d)		0.29	%		2.52	%		4.86	%		4.35	%		2.51	%		0.92	%
Ratio of expenses to average net assets (d) (e)		0.47	%		0.40	%		0.42	%		0.43	%		0.48	%		0.44	%
Ratio of net investment income to average net assets (d) (e)		0.29	%		2.52	%		4.86	%		4.35	%		2.44	%		0.83	%

(a)  Rounds to less than $0.001 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

17

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Federal Money Market Fund
	Select Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Investment Activities:
Net investment income		—	(a)		0.022			0.047			0.041			0.022			0.007
Net realized gains (losses) on investments		—	(a)		—	(a)		—	(a)		—	(a)		—	(a)		—
Total from Investment Activities		—	(a)		0.022			0.047			0.041			0.022			0.007
Distributions:
Net investment income		—	(a)		0.022			(0.047	)		(0.041	)		(0.022	)		(0.007	)
Net realized gains from investments		—	(a)		—			—			—			—			—
Total Distributions		—	(a)		0.022			(0.047	)		(0.041	)		(0.022	)		(0.007	)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return (b)		0.06	%		2.27	%		4.81	%(c)		4.18	%		2.20	%		0.67	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	279,747		$	570,433		$	497,207		$	454,105		$	340,625		$	509,721
Ratio of expenses to average net assets (d)		0.68	%		0.65	%		0.67	%		0.69	%		0.67	%		0.60	%
Ratio of net investment income to average net assets (d)		0.09	%		2.23	%		4.61	%		4.14	%		2.12	%		0.66	%
Ratio of expenses to average net assets (d) (e)		0.72	%		0.65	%		0.67	%		0.69	%		0.75	%		0.69	%
Ratio of net investment income to average net assets (d) (e)		0.05	%		2.23	%		4.61	%		4.14	%		2.04	%		0.57	%

(a)  Rounds to less than $0.001 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

See notes to financial statements.

18

Notes to Financial Statements

The Victory Portfolios  April 30, 2009

(Unaudited)

1.  Organization:

The Victory Portfolios (the "Trust") was organized on December 6, 1995, as a Delaware statutory trust (formerly known as a Delaware business trust) as a successor to a company of the same name organized as a Massachusetts business trust on February 5, 1986. The Trust is registered under the Investment Company Act of 1940 as amended (the "1940 Act"), as an open-end investment company. The Trust is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001. As of April 30, 2009, the Trust offered shares of 22 funds. The accompanying financial statements are those of the Institutional Money Market Fund and the Federal Money Market Fund (collectively, the "Funds" and individually, a "Fund").

The Funds are authorized to issue two classes of shares: Investor Shares and Select Shares. Each class of shares has substantially identical rights and privileges except with respect to fees paid under shareholder servicing 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.

The Institutional Money Market Fund seeks to obtain as high a level of current income as is consistent with preserving capital and providing liquidity. The Federal Money Market Fund seeks to provide high current income to the extent consistent with the preservation of capital.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2.  Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of 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.

Securities Valuation:

Investments of the Funds are recorded at value, determined on the basis of amortized cost, which approximates market value. Under the amortized cost valuation method, discount or premium is accreted or amortized on a constant basis to the maturity of the security. In certain circumstances, securities may be valued at fair value determined pursuant to procedures approved by the Board of Trustees (the "Board"). Investments in other open-end investment companies are valued at their respective net asset values.

In accordance with Rule 2a-7 of the 1940 Act, the market values of the securities held in the Funds are determined at least once per week, unless the need arises to determine more frequently, using prices supplied by the Funds' independent pricing services. These values are then compared to the securities' amortized cost. Securities whose market price varies from amortized cost by more than +/- 0.5% are indentified and validated with the pricing service. If Victory Capital Management ("VCM" or the "Adviser") concludes that the price obtained from the pricing service is not reliable, or if the pricing service does not provide a price for a security, the Adviser will provide an independent dealer to supply a price. Absent a price from the pricing service or an independent dealer, the Adviser may supply a fair value for the security for the comparison, which will be determined pursuant to procedures approved by the Board. If the difference betw een the aggregate market price and aggregate amortized cost of all securities held by a Fund exceeds +/- 0.00375%, the Funds' administrator will notify a senior officer of the Funds who will call a meeting of the Board

19

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

to fully advise the Funds' Trustees. If the difference exceeds +/- 0.0050%, a meeting of the Board will be convened to determine what action, if any, to initiate.

Effective November 1, 2008, the Funds began applying the standard established under Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. One key component of the implementation of SFAS 157 includes the development of a three-tier fair value hierarchy. The basis of the tiers is dependant upon the various "inputs" used to determine the value of the Funds' investments. These inputs are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities.

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates, applicable to those securities, etc.).

• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The following is a summary of the inputs used to value the Funds' investments as of April 30, 2009 (amounts in thousands):

Fund Name	LEVEL 1 — Quoted Prices		LEVEL 2 — Other Significant Observable Inputs		LEVEL 3 — Significant Unobservable Inputs		Total
Institutional Money Market Fund	$	—	$	1,946,805	$	6,200	$	1,953,005
Federal Money Market Fund		—		1,373,432		—		1,373,432

Reconciliation of Level 3 items.

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities
Institutional Money Market Fund
Balance as of 10/31/08	$	7,424
Realized Gain (Loss)		589
Change in unrealized appreciation/depreciation (a)		(731	)
Net purchases (sales)		(1,082	)
Transfers in and/or out of Level 3		—
Balance as of 4/30/09	$	6,200

(a)  The change in unrealized appreciation/depreciation is attributable to investments held at April 30, 2009.

Treasury Guaranty Program for Money Market Funds:

The Board of the Trust approved, on October 7, 2008, the participation by each of the Funds in the U.S. Department of Treasury's Temporary Guarantee Program for Money Market Funds (the "Program"). The Program insures shareholders against loss up to the maximum amount of shares held as of the close of business September 19, 2008, in the event that any Fund liquidates its holdings and the net asset value per share at the time of liquidation is less than $1.00 per share. The Program is designed to help stabilize the credit markets by discouraging substantial redemptions in money market funds.

Participation in the initial months of the Program (that is, until December 18, 2008) required a payment to the U.S. Department of Treasury in the amount of 0.01% based on the net asset value

20

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

of each Fund as of September 19, 2008. On November 24, 2008 the Secretary of the Treasury extended the Program beyond its initial three-month term through the close of business April 30, 2009, and on March 31, 2009 chose to extend it further, up through September 18, 2009. On December 3, 2008, the Board approved the Funds' participation in the extension of the Program through April 30, 2009. Furthermore, on April 9, 2009, the Board approved the Funds' continued participation in the Program through September 18, 2009. Participation in these two extensions each required a payment to the U.S. Department of the Treasury in the amount of 0.015% based on the net asset value of each Fund as of September 19, 2008. The expense of the Program is included within each Fund's Statement of Operations.

Securities Transactions and Related Income:

Changes in holdings of portfolio securities are accounted for no later than one business day following the trade date. For financial reporting purposes, however, portfolio security transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Repurchase Agreements:

Each Fund may acquire securities subject to repurchase agreements from financial institutions such as banks and broker-dealers, which the Fund's investment adviser deems creditworthy under guidelines approved by the Board. Under a repurchase agreement, the seller agrees to repurchase such securities at a mutually agreed-upon date and price. The repurchase price generally equals the price paid by the Fund plus interest negotiated on the basis of current short term rates, which may be more or less than the rate on the underlying securities. The repurchase agreements are collateralized by various corporate, U.S. Government and government-backed securities, with a value of not less than the repurchase price (including interest). If the counter-party defaults, and the fair value of the collateral declines, realization of the collateral by the Fund may be delayed or limited and/or result in additional costs. Securities subject to repurchase agreem ents are held by the Fund's custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system.

Securities Purchased on a When-Issued Basis:

Each Fund may purchase securities on a "when-issued" basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and marketable securities at least equal in value to commitments for when-issued securities. These values are included in amounts payable for investments purchased on the accompanying statements of assets and l iabilities. As of April 30, 2009, the Funds had no outstanding "when-issued" purchase commitments.

Dividends to Shareholders:

Dividends from net investment income are declared daily and paid monthly by the Funds. Distributable net realized capital gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these

21

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

differences are permanent in nature (i.e. reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by a Fund may be reclassified as an offset to capital in the statements of assets and liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.

The Funds comply with Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is more-likely-than-not (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liabili ty for taxes payable (or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense. FIN 48 includes a review of tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (e.g., the last 4 tax year ends and the interim tax period since then). FIN 48 did not impact the Funds' net assets or results of operations. Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Other:

Expenses that are directly related to a Fund are charged directly to that Fund. Other operating expenses of the Trust are prorated to each fund in the Trust on the basis of relative net assets or other appropriate basis. Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as transfer agent fees, state registration fees, shareholder servicing, printing and 12b-1 fees.

New Accounting Standards:

In March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities"("SFAS 161"). SFAS 161 requires enhanced disclosures about each Funds' derivative and hedging activities, including how such activities are accounted for and their effect on each Funds' financial position, performance and cash flows. Management is currently evaluating the impact the adoption of SFAS 161 will have on each Funds' financial statements and related disclosures.

In April 2009, FASB issued FASB Staff Position No. 157-4. "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP 157-4 will have on the Funds financial statement disclosures.

22

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

3.  Investment Advisory, Administration, and Distribution Agreements:

Investment advisory services are provided to the Funds by VCM, a wholly owned subsidiary of KeyBank National Association ("KeyBank"). Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of the Funds. The investment advisory fee of the Institutional Money Market Fund is computed at an annual rate of 0.20% of the Fund's average daily net assets up to $1.5 billion, 0.17% of the Fund's average daily net assets between $1.5 billion and $3.0 billion, and 0.15% of the Fund's average daily net assets greater than $3.0 billion; the investment advisory fee of the Federal Money Market Fund is computed at an annual rate of 0.25% of the Fund's average daily net assets up to $1.5 billion, 0.20% of the Fund's average daily net assets between $1.5 billion and $3.0 billion, and 0.15% of the Fund's average daily net assets greater than $3.0 billion. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

KeyBank, serving as custodian for all Funds in the Trust (excluding International Fund and International Select Fund), receives custodian fees computed at the annual rate of 0.013% of the first $10 billion of the Trust's, The Victory Variable Insurance Funds' and The Victory Institutional Funds' (the "Victory Trusts") average daily net assets, 0.0113% of the Victory Trusts' average daily net assets between $10 billion and $12.5 billion and 0.0025% of the Victory Trusts' average daily net assets greater than $12.5 billion. Average daily net assets for this computation does not include International Fund and International Select Fund. The Trust reimburses KeyBank for all of its reasonable out-of-pocket expenses incurred in providing custody services.

VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, the Trust and The Victory Variable Insurance Funds (collectively, the "Trusts") pay VCM a fee at the annual rate of 0.108% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.078% of the aggregate net assets of the Trusts between $8 billion and $10 billion; plus 0.075% of the aggregate net assets of the Trusts between $10 billion and $12 billion; plus 0.065% of the aggregate net assets of the Trusts in excess of $12 billion, for providing certain administrative and fund accounting services to the Trusts' series.

The Institutional Money Market Fund entered into an irrevocable letter of credit with KeyCorp, an affiliate of the Adviser. Details of this transaction are located in footnote 6.

Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Funds under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

Citi also serves as the Funds' Transfer Agent. Under the terms of the Transfer Agent Agreement, Citi receives a fee that is calculated daily at the annual rate of 0.02% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.015% of the aggregate net assets of the Trusts between $8 billion and $16 billion; plus 0.01% of the aggregate net assets of the Trusts, between $16 billion and $20 billion; plus 0.005% of the aggregate net assets of the Trusts, in excess of $20 billion. In addition, Citi is entitled to reimbursement of out-of-pocket expenses incurred in providing transfer agent services.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

The Distributor or financial institutions (directly or through the Distributor) may receive from the Funds, pursuant to a Shareholder Servicing Plan, a fee of up to 0.25% of the average daily net assets of the Select Shares of the Funds for providing support services to shareholders of the Funds, which may include establishing and maintaining accounts and records, processing dividend and distribution payments, providing account information, assisting in processing purchase, exchange and redemption requests, and assisting shareholders in changing dividend options, account designations and addresses. Financial institutions may include affiliates of the Adviser. For the six months ended April 30, 2009, affiliates of the Adviser earned $796 (amount in thousands).

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The Victory Portfolios  April 30, 2009

(Unaudited)

The Trust has also adopted a "defensive" Rule 12b-1 Plan on behalf of the Funds. The Plan allows the Adviser, the Administrator and the Distributor to incur certain expenses that might be considered to constitute indirect payment by the Funds of distribution expenses. No separate payments are authorized to be made by the Funds pursuant to this Plan. To the extent that any payments made by the Funds' Administrator, Distributor, Adviser or any sub-adviser, directly or through an affiliate (in each case, from its own resources), should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to be authorized by this Plan. No fees are currently being paid under the Plan.

The Adviser, Citi, or other service providers may voluntarily waive or reimburse additional fees to assist the Funds in maintaining competitive expense ratios. These amounts are not available to be recouped at a future time.

The Federal Money Market Fund has entered into a fee waiver and expense reimbursement agreement with the Adviser and has agreed to waive fees or reimburse expenses by amounts necessary to maintain a minimum yield of 0.01% and in which the Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the yield of a class to decrease below 0.01%. The Adviser is contractually limiting fees and expenses until March 31, 2010. As of April 30, 2009, the following amounts have been waived or reimbursed by the Adviser and are subject to repayment by the respective fund (amounts in thousands):

Fund	Amount Waived or Reimbursed		Expires May 31,
Federal Money Market Fund, Select Class	$	15		2012

On December 1, 2006, VCM paid the Funds comprising The Victory Portfolios approximately $9.8 million. This amount was allocated to each Fund according to its relative net assets as of November 30, 2006. This payment was made pursuant to an agreement reached among the Funds, BISYS Fund Services, Inc., ("BISYS")(BISYS was acquired by Citi on August 1, 2007) and VCM, the sub-administrator and investment adviser, respectively, relating to certain expenditures that, among other things, supported distribution of Fund shares. The Funds believe that the nature of these expenditures required additional disclosure to the Board at the time incurred. Under terms of the agreement, Citi and VCM will pay an aggregate of approximately $13.3 million (inclusive of the amounts already paid on December 1, 2006). The payment from Citi will be made on a date and pursuant to a distribution plan to be approved by the Securities and Exchange Commission (the "SEC") i n accord with a settlement that BISYS entered into with the SEC on September 26, 2006 relating to the same matters. A proposed plan of distribution, ("Fair Fund Plan") was posted by the SEC for public review and comment on May 29, 2009. Further information, including the methodology of the Fair Fund Plan, is available on the SEC website at www.sec.gov/litigation/admin/2009/34-60011-pdp.pdf. None of these payments has had, or is expected to have, a material effect on the net asset value of any fund.

4.  Risks:

The Funds will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Funds. The Funds may be negatively impacted if counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Adviser to be of comparable quality.

5.  Line of Credit:

The Victory Trusts (except International Fund and International Select Fund) participate in a short-term, demand note "Line of Credit" agreement with KeyCorp, an affiliate of the Adviser. Under the agreement, the Victory Trusts may borrow up to $200 million. The purpose of the agreement is to

24

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. KeyCorp receives an annual commitment fee of eight basis points on $200 million for providing the Line of Credit. For the six months ended April 30, 2009, the Victory Trusts paid approximately $80 to KeyCorp for the Line of Credit fee (amount in thousands). Effective June 1, 2009, KeyCorp will receive an annual commitment fee of 30 basis points on $150 million for providing the line of credit. Each Fund in the Victory Trusts (except International Fund and International Select Fund) pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed. The average loan outstanding and average interest rate for each Fund during the six months ended April 30, 2009 was as follows (dollar amounts in thousands):

Fund	Average Loan		Average Rate
Institutional Money Market Fund	$	34		1.48	%
Federal Money Market Fund		11		1.06	%

6.  Federal Income Tax Information:

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current year ending October 31, 2009.

The tax character of distributions paid during the fiscal year ended October 31, 2008 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

	Distributions Paid From Ordinary Income
Institutional Money Market Fund	$	56,522
Federal Money Market Fund		52,332

The tax character of distributions paid during the fiscal year ended October 31, 2007 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

	Distributions Paid From Ordinary Income
Institutional Money Market Fund	$	84,755
Federal Money Market Fund		80,230

As of October 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows (total distributions payable differ from the Statements of Assets and Liabilities because for tax purposes, dividends are recognized when actually paid) (amounts in thousands):

	Undistributed Ordinary Income		Distributions Payable			Accumulated Capital and Other Losses			Unrealized Appreciation/ Depreciation*		Total Accumulated Earnings/ (Deficit)
Institutional Money Market Fund	$	2,234	$	(2,113	)	$	(1,343	)	$	2,316	$	1,094
Federal Money Market Fund		1,563		(1,313	)		—			—		250

*The differences between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the difference between book and tax recognition of income/losses on certain securities.

As of October 31, 2008, the following Fund had net capital loss carry forwards to offset future net capital gains, if any, to the extent provided by Treasury regulations (amounts in thousands):

	Expiration Year
	2013		2015		2016		Total
Institutional Money Market Fund	$	1	$	1	$	1,341	$	1,343

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Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

During the year ended October 31, 2008, the Federal Money Market Fund utilized $6 in capital loss carryforwards (amount in thousands).

The cost basis of investments of the Institutional Money Market Fund for federal income tax purposes, gross unrealized appreciation, gross realized depreciation and net unrealized appreciation/depreciation as of April 30, 2009 is as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation/ Depreciation
Institutional Money Market Fund	$	1,951,533	$	5,768	$	(4,296	)	$	1,472

7.  Market Events:

The value of asset-backed securities, including those issued by structured investment vehicles (SIVs), may be affected by, among other things, changes in: interest rates, the quality of underlying assets or the market's assessment of those assets, factors concerning the interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of entities that provide any credit enhancements. SIVs generally have experienced significantly decreased liquidity as well as declines in the market value of certain categories of collateral underlying the SIVs.

The Institutional Money Market Fund (the "IMM Fund") owns obligations of SIV Portfolio plc ("Portfolio"), formerly Cheyne Finance LLC, a SIV. On August 28, 2007, Portfolio breached a financial covenant related to the market value of its underlying collateral. Portfolio subsequently became insolvent and defaulted on its obligations to pay interest and principal due to the noteholders. The Trust's Board, acting on the recommendation of the Adviser, and in the exercise of its business judgment, concluded that it would not be in the best interests of the IMM Fund or or its shareholders to dispose of the Portfolio security at that time.

On April 16, 2008, the IMM Fund received a partial payment on the Portfolio obligations it owned. In mid-July 2008, Portfolio was restructured and, in an auction held by the receiver, bidders acquired approximately 21% of Portfolio's non-cash assets. The remaining non-cash assets were transferred to Gryphon Funding ("Gryphon"), a new SIV. Portfolio retained 7.5% of its original assets in cash. On August 15, 2008, Portfolio distributed the majority of this cash to shareholders, but retained approximately 1% of such cash. As a result of the reorganization, the IMM Fund currently hold interests in both Portfolio and Gryphon. During the period ended April 30, 2009, Gryphon made cash distributions from the underlying holdings.

On July 17, 2008, KeyCorp, the parent of the Adviser, amended an irrevocable letter of credit that was established for the benefit of the IMM Fund to maintain its AAAm S&P rating and upon which the IMM Fund could draw should certain triggering events occur. The amendment increased the amount of the letter of credit to $15 million. Under the letter of credit, KeyCorp has agreed to maintain the mark-to-market net asset value of the IMM Fund so that it does not fall below $0.9985 (or $0.9950 if the IMM Fund no longer is rated by Standard & Poor's Corporation). Effective March 30, 2009, the July 17, 2008 amended letter of credit was amended and restated leaving its substantive provisions intact but, among other things, extending the expiration date to November 6, 2009.

For purposes of carrying out the monitoring procedures, as described in the Funds' Statement of Additional Information, the IMM Fund has reduced the mark-to-market values of the Portfolio and Gryphon securities to amounts below par. Through April 30, 2009, the IMM Fund has drawn on the letter of credit for total amounts of $0.6 million and $4.8 million for the six months ended April 30, 2009 and cumulative, respectively, permitting the IMM Fund to maintain its rounded per share net asset value at $1.00. For financial statement purposes, the Portfolio and Gryphon securities are recorded at fair value.

As of May 28, 2009, in accordance with the terms of the letter of credit, KeyCorp has advised the Trust's Board that it intends to maintain the IMM Fund at the levels stated above.

26

Supplemental Information
The Victory Portfolios  April 30, 2009

  (Unaudited)

Other Information

On December 3, 2008, the Victory Portfolios (the "Funds") dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm. The Funds' Audit Committee and Board of Trustees participated in and approved the decision to change its independent registered public accounting firm.

The reports of PricewaterhouseCoopers LLP on the Funds' financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the two most recent fiscal years and through December 3, 2008, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

As disclosed in the Funds' Form N-SAR for the period ended October 31, 2007, the Victory Investment Grade Convertible Bond Fund did not maintain effective controls over recognition of premium amortization on certain convertible bond investments to ensure that premiums attributable to the equity conversion feature were not amortized for federal income tax purposes.

The Funds engaged Ernst & Young LLP as its new independent registered public accounting firm as of December 3, 2008.

Trustee and Officer Information

Board of Trustees.

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board, in accordance with the laws of the State of Delaware. There are currently ten Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees"), and two Advisory Trustees, both of whom are "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustees"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, length of time served, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 22 portfolios in the Trust, one portfolio in The Victory Variable Insurance Funds and one portfolio in The Victory Institutional Funds, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o The Victory Portfolios, 3435 Stelzer Road, Columbus, Ohio 43219. Each Trustee has an indefinite term.

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Independent Trustees.
Mr. David Brooks Adcock (1951)	Trustee	May 2005	General Counsel, Duke University and Duke University Health System (1982-2006).	Hospital Partners of America.
Mr. Nigel D. T. Andrews (1947)	Vice Chair and Trustee	August 2002	Retired (since 2001).	Chemtura Corporation; Old Mutual plc.
Ms. E. Lee Beard (1951)	Trustee	May 2005	President Principal Owner (since 2003) The Henlee Group.	None.

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  (Unaudited)

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Ms. Lyn Hutton (1950)	Trustee	March 2002	Chief Investment Officer, The Commonfund for Nonprofit Organizations (since January 2003).	None.
Mr. John L. Kelly (1953)	Trustee	May 2008	Managing Director, JL Thornton & Co. Financial Consultant (since 2003).	None.
Dr. Thomas F. Morrissey (1934)	Trustee	November 1994	Retired. Professor Emeritus (1970-2004), Weatherhead School of Management, Case Western Reserve University.	None.
Ms. Karen F. Shepherd (1940)	Trustee	August 2002	Retired.	UBS Bank USA; OC Tanner Co.
Mr. Leigh A. Wilson (1944)	Chair and Trustee	November 1994	Chief Executive Officer, Third Wave Associates (p/k/a New Century Living, Inc.) (full service independent living for senior citizens); Director, The Mutual Fund Directors Forum (since 2004).	Chair, Old Mutual Advisor II Funds (23 portfolios) and Old Insurance (8 Portfolios); Trustee, Old Mutual Funds III (12 Portfolios).
Independent Advisory Trustees.
Teresa C. Barger (1955)	Advisory Trustee	December 2008	Chief Investment Officer/Chief Executive Officer, Cartica Capital LLC (since, 2007); Director of the Corporate Governance and Capital Markets Advisory Department for the World Bank and International Finance Corporation (2004-2007).	None.
David L. Meyer (1957)	Advisory Trustee	December 2008	Retired (since 2008). Chief Operating Officer, Investment & Wealth Management Division, PNC Financial Services Group (Mercantile Bankshares Corp. prior to March 2007) (since 2002).	None.

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  (Unaudited)

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Interested Trustees.
David C. Brown (1972)	Trustee	May 2008	Chief Operating Officer, Victory Capital Management, Inc. (since July 2004); Chief Financial Officer and Chief Operating Officer, Gartmore Emerging Managers (February 1999-July 2004).	None.
Thomas W. Bunn (1953)	Trustee	May 2008	Retired (since February 2009); Vice Chair, KeyCorp National Banking (since July 2005); Senior Executive Vice President of Key's Corporate Finance Group (March 2002-July 2005).	None.

Messres Brown and Bunn are "Interested Persons" by reason of their relationship with KeyCorp.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 1-800-539-3863.

Officers.

The officers of the Trust, their ages, the length of time served and their principal occupations during the past five years, are detailed in the following table. Each individual holds the same position with the other registered investment companies in the Victory Fund Complex, and each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 3435 Stelzer Road, Columbus, Ohio 43219-3035. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael Policarpo, II (1974)	President	May 2008 (Officer since May 2006)	Managing Director of the Adviser (since July 2005). Vice President of Finance, Gartmore Global Investments, (August 2004-July 2005). Chief Financial Officer Advisor Services, Gartmore Global Investments Inc. (August 2003-August 2004).
Mr. Peter W. Scharich (1964)	Vice President	May 2008	Managing Director, Mutual Fund Administration, the Adviser (since January 2006), Managing Director, Strategy, the Adviser (March 2005-January 2006), Chief Financial Officer, the Adviser (September 2002-March 2005).
Mr. Christopher K. Dyer (1962)	Secretary	February 2006	Head of Mutual Fund Administration, the Adviser.
Mr. Jay G. Baris (1954)	Assistant Secretary	December 1997	Partner, Kramer Levin Naftalis & Frankel LLP.
Mr. Christopher E. Sabato (1968)	Treasurer	May 2005	Senior Vice President, Fund Administration, Citi.

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Supplemental Information — continuedThe Victory PortfoliosApril 30, 2009

  (Unaudited)

Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael J. Nanosky (1966)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	February 2009	Vice President and Chief Compliance Officer, CCO Services of Citi Fund Services Inc. (since 2008); Vice President and Managing Director of Regulatory Compliance, National City Bank-Allegiant Asset Management (2004-2008); Vice President and Director of Fund Administration and Compliance, National City Bank-Allegiant Asset Management from (2002-2004).
Mr. Edward J. Veilleux (1943)	Chief Compliance Officer	October 2005	President of EJV Financial Services (mutual fund consulting) since 2002.

Proxy Voting and Form N-Q Information

Proxy Voting:

Information regarding the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-539-3863. The information included in the Funds' Statement of Additional Information, which is available on the Funds' website at www.victoryconnect.com and on the Securities and Exchange Commission's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the Funds' website at www.victoryconnect.com and on the Securities and Exchange Commissions website at www.sec.gov.

Availability of Schedules of Investments:

The Trust files a complete list of schedules of investments with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the Securities and Exchange Commission's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the Securities and Exchange Commission at 1-202-551-8090.

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  (Unaudited)

Expense Examples:

As a shareholder of the Funds, you incur ongoing costs, including management fees, distribution and shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2008 through April 30, 2009.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Institutional Money Market Fund
Investor Shares	$	1,000.00	$	1,005.20	$	2.04		0.41	%
Select Shares		1,000.00		1,004.00		3.33		0.67	%
Federal Money Market Fund
Investor Shares		1,000.00		1,001.60		2.33		0.47	%
Select Shares		1,000.00		1,000.60		3.37		0.68	%

*  Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

**  Annualized

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Institutional Money Market Fund
Investor Shares	$	1,000.00	$	1,022.76	$	2.06		0.41	%
Select Shares		1,000.00		1,021.47		3.36		0.67	%
Federal Money Market Fund
Investor Shares		1,000.00		1,022.46		2.36		0.47	%
Select Shares		1,000.00		1,021.42		3.41		0.68	%

*  Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

**  Annualized.

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Supplemental Information — continuedThe Victory PortfoliosApril 30, 2009

  (Unaudited)

Portfolio Holdings

(As a Percentage of Total Investments)

Institutional Money Market Fund	Federal Money Market Fund

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Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of all of the Funds at its regular meeting, which was called for that purpose, on December 3, 2008. The Board also considered information relating to the Agreement at a meeting on October 22, 2008. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated this information and was advised by legal counsel to the Funds and by legal counsel to the Independent Trustees. The Board reviewed numerous factors with respect to each Fund. The Board considered each Fund's investment performance as a significant factor in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

• Services provided under the Agreement;

• Requirements of the Funds for the services provided by the Adviser;

• The quality of the services provided and expected to be provided;

• Fees payable for the services and whether the fee arrangements provided for economies of scale benefits to Fund shareholders as the Funds grow;

• Total expenses of each Fund, net of any distribution or shareholder servicing fees;

• Adviser's commitments to operating the Funds at competitive expense levels;

• Profitability of the Adviser (as reflected by comparing fees earned against the Adviser's costs) with respect to the Adviser's relationship with the Funds;

• Soft-dollar and other service benefits received by the Adviser, including, sources of revenue to affiliates of the Adviser from the Funds through custodian and administration fees;

• Capabilities and financial condition of the Adviser;

• Current economic and industry trends; and

• Historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative fee paid to the Adviser, in the context of the Adviser's profitability of each Fund individually. In addition, the Board compared each Fund's expense ratio, net of any distribution or shareholder servicing fees, and management fee with comparable mutual funds in a peer group compiled by the Adviser. The Board carefully reviewed the factors and methodology used by the Adviser in the selection of each Fund's peer group. When relevant, the Board also reviewed fees that the Adviser charged for managing the assets of similarly-managed institutional accounts. The Trustees also noted that the breakpoints in the advisory fee schedule for each of the Funds evidenced the Adviser's willingness to share in its economies of scale.

The Board reviewed each Fund's performance against the selected peer group and its performance against the Fund's selected benchmark index. The Board recognized that each Fund's performance is provided net of expenses, while the benchmark indices are gross returns.

The Board reviewed specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered, and it is presumed that each Trustee attributed different weights to the various factors.

Institutional Money Market Fund:

The Board compared the Institutional Money Market Fund's 0.25% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was lower than the median gross management fee of 0.35% for the peer group. The Board also compared the Fund's Investor Class annual expense ratio, net of any shareholder servicing fee, of 0.37% to the median net comparable expense ratio for the peer group and considered the fact that the Fund's expense ratio was equal to the median net expense ratio for the peer group. It was noted that the Investor Class pays no shareholder servicing fee. The Board then compared the Fund's Investor Class performance for the one-year, three year, five-year and ten-year periods ended July 31, 2008, to that of the peer group for the same periods and considered the fact that the Fund underperformed the peer group in each of the periods except the ten-year period. The Board noted th at the Fund had underperformed the Morningstar category average for only the one-year and three-year periods.

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Supplemental Information — continuedThe Victory PortfoliosApril 30, 2009

  (Unaudited)

The Board specifically addressed the Fund's performance with the Adviser. The Board considered various factors presented by the Adviser that related to the appropriateness of continuing the agreement with respect to the Fund notwithstanding the negative results as compared with the peer group.

Having concluded, among other things, that: (1) the Institutional Money Market Fund's management fee was lower than the median for the peer group and, thus, within the range of management fees attributable to comparable funds; (2) the Fund's annual expenses were equal to the median for the peer group putting it within the range of expenses attributable to comparable funds; and (3) the Fund's performance, though lower than that of the peer group in three of the four periods over the past ten years, was within the range of acceptable performance, given various factors, compared to that of the peer group; the Board determined that it was in the best interest of the Fund's shareholders to approve the continuation of the Agreement with respect to the Fund.

Federal Money Market Fund:

With respect to the Federal Money Market Fund, the Board compared the Fund's 0.25% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was significantly higher than the median gross management fee of 0.20% for the peer group. The Board also compared the Fund's Investor Class annual expense ratio, net of any shareholder servicing fee, of 0.42% to the median net comparable expense ratio for the peer group and considered the fact that the Fund's expense ratio was substantially higher than the median net expense ratio for the peer group of 0.21%. It was noted that the Investor Class pays no shareholder servicing fee. The Board then compared the Fund's Investor Class performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund underperformed the peer group in each o f the periods except the ten-year period. The Board noted that the Fund had outperformed the appropriate Morningstar category average for each of the periods reviewed except the one-year period.

The Board specifically addressed the Fund's higher expenses and lower performance with the Adviser. The Board considered various factors presented by the Adviser that related to the appropriateness of continuing the agreement with respect to the Fund.

Having concluded, among other things, that: (1) the Federal Money Market Fund's management fee and expenses, though higher than the median for the peer group, were acceptable given various factors; and (2) the Fund's performance, though lower or equal to that of the peer group in each of the periods over the past ten years, was acceptable given various factors; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

Approval of the Agreement on Behalf of the Funds

Based on its review of the information requested and provided, and following extended discussions concerning the same, the Board determined that the Agreement, on behalf of each of the Funds discussed above, was consistent with the best interests of the Funds and their shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for additional annual periods on the basis of the foregoing review and discussions and the following considerations, among others:

• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Funds and the comparability of the fees paid to the fees paid by other investment companies;

• The nature, quality and extent of the investment advisory services provided by the Adviser, in light of the high quality services provided by the Adviser in its management of the Funds and the Funds' historic performance, including the success of the Funds in achieving stated investment objectives;

• The Adviser's long-standing philosophy of managing the Funds with a focus on principal protection as opposed to higher yields relative to peers, a philosophy noted as being especially relevant in the current market environment and in light of publicized credit quality issues experienced by money market funds across the industry;

• The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

• The Adviser's statements regarding its and its affiliates' commitment to providing additional resources to support the Funds through the current market turmoil, as evidenced, among other things, by the continuing

34

Supplemental Information — continuedThe Victory PortfoliosApril 30, 2009

  (Unaudited)

payments under a special letter of credit voluntarily extended by the Adviser's parent company to the benefit of the Institutional Money Market Fund;

• The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams, committing substantial resources, and implementing a risk management program aimed at measuring, managing and monitoring portfolio risk, and to reduce expenses across the complex; and

• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

35

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36

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37

VF-FIMMF-SEMI (4/09)

The Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our web site at:	Call Victory at:
www.VictoryConnect.com	800-539-FUND (800-539-3863)

April 30, 2009

Semi Annual Report

Government Reserves Fund

Prime Obligations Fund

Financial Reserves Fund

Tax-Free Money Market Fund

Ohio Municipal Money Market Fund

VictoryConnect.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

The Victory Portfolios

Table of Contents

Shareholder Letter	3
Financial Statements
Schedules of Portfolio Investments	5
Statements of Assets and Liabilities	26
Statements of Operations	28
Statements of Changes in Net Assets	30
Financial Highlights	34
Notes to Financial Statements	36
Supplemental Information
Trustee and Officer Information	46
Proxy Voting and Form N-Q Information	49
Expense Examples	49
Portfolio Holdings	51
Advisory Contract Renewal	52

The Funds are distributed by Victory Capital Advisers Inc., which is affiliated with KeyCorp and its subsidiaries. Victory Capital Management Inc., a member of the Key financial network, is the investment adviser to the Funds and receives a fee 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 Government Reserves Fund, Prime Obligations Fund, Financial Reserves Fund, Tax-Free Money Market Fund and Ohio Municipal Money Market Fund.

The information in this semi-annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Furthermore, Victory Capital Management Inc. and its affiliates, as agents for their clients, and any of its officers or employees may have a beneficial interest or position in any of the securities mentioned, which may be contrary to any opinion or projection expressed in this report. Past investment performance of markets or securities mention herein should not be considered to be indicative of future results.

An investment in the Funds is not insured or guaranteed by the FDIC or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

NOT FDIC INSURED

Shares of the Victory Funds are not insured by the FDIC,
are not deposits or other obligations of, or guaranteed by, KeyCorp, Victory Capital Management Inc., or their affiliates, and are subject to investment risks, including possible loss of the principal amount invested.

Call Victory at:

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

Visit our web site at:

www.VictoryConnect.com

1

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2

Letter to Our Shareholders

"Nowhere to hide" was the theme for 2008. The S&P 500 suffered its worst calendar year since 1931. Volatility reached extreme levels not seen in decades. Despite aggressive monetary and fiscal stimulus, which prompted a number of short-term trading rallies, the overriding path was downward.

In the first quarter of 2009, the market continued its overall decline, but rallied sharply towards the end of the quarter to finish in strong fashion. While the economic backdrop remains challenging, indicators are becoming "less bad" and further government/Federal Reserve intervention has provided a lift to the equity market from oversold levels.

The Federal Reserve, in tandem with the U.S. Government, is using all of its tools in an attempt to stabilize financial markets. While specific details are still being determined, recent announcements of the Term Asset-backed Loan Facility (TALF) and the Public Private Investment Plan (PPIP) programs are gaining more support than previous endeavors. Encouragingly, these efforts are taking place simultaneously in different forms on a global scale. This globally coordinated effort to stabilize financial markets and stimulate economic activity could provide support and eventually work as a catalyst for future growth.

While there are still major headwinds, the market is coming off of its worst period in decades, and as a leading indicator of future activity, has priced-in much of the bad news with several technical indicators also pointing towards a recovery. We at Victory remain constructive on the longer term outlook, albeit cognizant of the short-term risks, and continue to hold to our three-tiered strategic plan for investment management:

1.  Consistent Performance and Investment Quality
Dedicated strategy teams maintain complete investment autonomy and consistently apply transparent, repeatable processes. Reliance on fundamental research ensures high-conviction portfolios, and state-of-the-art risk management tools are employed to ensure ongoing risk monitoring. Finally, value-added trading provides effective execution of investment decisions.

2.  Client Service Excellence
Our approach is simple: communication is complete, honest, and straightforward — our goal is no surprises.

3.  Empowerment, Ownership, and Accountability
Victory has an organizational structure that fosters an environment in which investment professionals thrive, and our compensation plan is built to attract and retain industry-leading talent. Our senior management team is committed to delivering high quality investment products and services.

We appreciate your confidence in the Victory Funds. We continue to closely monitor the possibility of increased regulatory reform wrought by these tumultuous times, and will strive to embrace the programs and adopt the procedures necessary

3

to safeguard our shareholders. If you have questions or would like further information, please feel free to contact us at 1-800-539-3863, or via our Website at www.VictoryConnect.com.

Michael Policarpo

President

The Victory Portfolios

4

The Victory Portfolios  Schedule of Portfolio Investments
Government Reserves FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value
Commercial Paper (11.0%)
Bank of America Corp. 0.30% (a), 6/25/09	$	20,000	$	19,991
0.25% (a), 7/27/09		20,000		19,988
0.72%, 8/28/09		20,000		20,000
GE Capital Corp., 0.41% (a), 5/4/09		30,000		29,999
Total Commercial Paper (Amortized Cost $89,978)				89,978
U.S. Government Agency Securities (84.7%)
Fedeal Home Loan Bank, 0.10% (a), 5/22/09		16,500		16,499
Federal Farm Credit Bank 0.37% (b), 8/7/09		15,000		15,000
0.66% (a), 1/5/10		15,000		14,933
0.64% (b), 2/17/10		75,000		75,000
0.89% (b), 3/17/10		50,000		50,000
0.75% (b), 2/17/11		75,000		74,986
Series 1, 0.36% (b), 12/21/09		34,000		33,987
Federal Home Loan Bank 0.15% (a), 5/1/09		27,990		27,990
0.07% (a), 5/4/09		45,000		45,000
0.21% (a), 5/5/09		22,880		22,880
0.18% (a), 7/22/09		60,000		59,975
1.24% (b), 11/20/09		10,000		10,000
0.98% (a), 2/1/10		60,000		59,558
Series 1 1.04% (b), 5/26/09		25,000		25,000
2.65%, 7/2/09		20,000		20,000
1.09% (b), 8/5/09		40,000		40,036
0.71% (a), 12/7/09		10,000		9,957
0.63% (b), 1/22/10		50,000		49,989
Series 2, 1.04% (b), 5/20/09		10,000		10,001
Series 3, 0.69% (b), 8/4/10		25,000		25,000
Federal National Mortgage Assoc., 1.03% (b), 7/13/10		10,000		9,996
Total U.S. Government Agency Securities (Amortized Cost $695,787)				695,787
U.S. Treasury Obligations (4.2%)
U.S. Treasury Bills
1.34% (a), 7/2/09		25,000		24,943
0.59% (a), 4/8/10		10,000		9,944
Total U.S. Treasury Obligations (Amortized Cost $34,887)				34,887
Total Investments (Amortized Cost $820,652) (c) — 99.9%				820,652
Other assets in excess of liabilities — 0.1%				1,057
NET ASSETS — 100.0%			$	821,709

(a)  Rate represents the effective yield at purchase.

(b)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(c)  Represents cost for financial reporting and federal income tax purposes.

See notes to financial statements.

5

The Victory Portfolios  Schedule of Portfolio Investments
Prime Obligations FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
Certificates of Deposit (6.6%)
Barclays Bank PLC NY, 2.01% (a), 1/11/10	$	23,000	$	23,000
Harris N.A., 0.88% (a), 5/29/09		8,000		8,000
Marshall & Ilsley Bank, 1.42% (a), 7/9/09		8,000		8,000
Wachovia Bank N.A., 1.55% (a), 5/26/09		7,000		6,993
Total Certificates of Deposit (Amortized Cost $45,923)				45,993
Commercial Paper (17.2%)
Bank of America Corp. 0.30% (b), 6/25/09		25,000		24,989
0.25% (b), 7/27/09		10,000		9,994
BNP Paribas Finance, Inc., 0.56% (b), 6/23/09		5,000		4,996
Chevron Funding Corp., 0.43% (b), 5/27/09		5,000		4,998
Credit Suisse First Boston USA, Inc., 1.36% (b), 7/9/09		15,000		14,961
Deere & Co., 0.51% (b), 5/6/09 (c)		2,500		2,500
Deutsche Bank Financial LLC, 0.66% (b), 5/7/09		7,000		6,999
Dexia Delaware LLC, 0.47% (b), 5/1/09		6,000		6,000
Eli Lilly & Co., 0.76% (b), 10/2/09 (c)		10,000		9,968
Honeywell International, Inc., 0.66% (b), 10/27/09 (c)		5,000		4,984
Johnson & Johnson, 0.49% (b), 9/18/09 (c)		3,000		2,994
Northwestern University 0.66% (b), 5/4/09		2,500		2,500
0.41% (b), 7/1/09		6,000		5,996
Praxair, Inc., 0.51% (b), 5/8/09		5,000		5,000
Societe Generale, 0.56% (b), 6/12/09		5,000		4,997
Total Capital Canada Ltd., 0.62% (b), 6/17/09 (c)		7,000		6,994
Total Commercial Paper (Amortized Cost $118,870)				118,870
Corporate Bonds (25.1%)
Bank of America N.A., 1.40% (a), 12/3/09 (c)		6,000		6,000
BellSouth Corp., 4.95%, 4/26/10 (c)		5,000		5,119
Citigroup Funding, Inc., Series D, 0.24% (a), 5/18/09, MTN		6,400		6,393
Countrywide Home Loans, Series K, 5.63%, 7/15/09, MTN		2,600		2,608
Credit Suisse First Boston USA, Inc. 4.70%, 6/1/09		3,000		3,006
Series 2, 0.42% (a), 11/20/09		16,000		15,599
Goldman Sachs Promissory Note, 1.38% (a), 6/23/09 (c)		40,000		40,000
Gryphon Funding Ltd. (d)(e)(f)(g)		12,247		6,613
IBM International Group Capital LLC, 1.47% (a), 3/26/10 (c)		7,000		7,000
Merrill Lynch & Co., Series C, 3.05% (a), 5/20/09, MTN		2,450		2,448
MetLife Global Funding I, 1.40% (a), 5/11/09 (c)		12,000		12,000
Morgan Stanley Series F 1.22% (a), 1/15/10, MTN		5,400		5,280
1.41% (a), 1/15/10		4,750		4,549
4.00%, 1/15/10		2,300		2,284

See notes to financial statements.

6

The Victory Portfolios  Schedule of Portfolio Investments — continuedPrime Obligations FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
National Rural Utilities Cooperative Finance Corp., 1.22% (a), 10/9/09, MTN	$	6,000	$	5,989
Royal Bank of Scotland PLC, 2.05% (a), 1/12/10 (c)		18,000		18,000
SIV Portfolio (formerly Cheyne Finance LLC), 12/15/07 (d)(e)(g)(h)		6,209		—
Toyota Motor Credit Corp., Series B, 0.56% (a), 5/11/09, MTN		4,000		4,000
UBS AG Stamford, CT, 1.86% (a), 1/13/10, MTN		15,000		15,000
Wachovia Mortgage FSB, 4.13%, 12/15/09		3,900		3,821
Wal-Mart Stores, Inc., 5.75% (a), 6/1/09		8,000		8,020
Total Corporate Bonds (Amortized Cost $178,382)				173,729
Municipal Bonds (13.4%)
California State Department of Water Resources Supply Revenue Series C-5, 0.70% (a), 5/1/22, LOC Dexia Credit Local		5,000		5,000
Series C-1, 1.00% (a), 5/1/22, LOC Dexia Credit Local		8,000		8,000
California Statewide Communities Development Authority Revenue, Redlands Community Hospital, Series B, 0.35% (a), 4/1/29, LOC JPMorgan Chase Bank		5,000		5,000
District of Columbia, Series D, 1.50% (a), 6/1/31, LOC Dexia Credit Local		9,000		9,000
Hudson County New Jersey, BAN, GO, 4.05%, 9/9/09		7,000		7,007
LoanStar Assets Partners LP Student Loan Revenue, Series A 3.00% (a), 2/1/40, LOC State Street B&T Co.		15,000		15,000
3.00% (a), 2/1/41, LOC State Street B&T Co.		15,000		15,000
New York City Housing Development Corp., Multifamily Mortgage Revenue, QFC Owner LLC, Series A, 0.51% (a), 6/1/42, LOC Citibank N.A., AMT		6,000		6,000
Rhode Island Student Loan Authority Revenue, Series C-2, 2.00%, 7/1/48, LOC Dexia Credit Local, AMT		11,700		11,700
San Jose Financing Authority Revenue, Series F, 0.90% (a), 6/1/34, LOC Bank of America N.A.		5,000		5,000
Tulalip Tribes of the Tulalip Reservation Revenue, 0.40% (a), 6/1/19, LOC Wells Fargo Bank N.A.		6,000		6,000
Total Municipal Bonds (Amortized Cost $92,707)				92,707
Repurchase Agreements (18.5%)
Goldman Sachs Group, Inc., 0.16%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $75,000, collateralized by U.S. Government Securities, 2.38%, 1/15/25, market value $76,500)		75,000		75,000
UBS Warburg LLC, 0.15%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $53,000, collateralized by U.S. Government Securities, 6.00%-6.50%, 10/1/37-10/1/38, market value $54,064)		53,000		53,000
Total Repurchase Agreements (Amortized Cost $128,000)				128,000

See notes to financial statements.

7

The Victory Portfolios  Schedule of Portfolio Investments — continuedPrime Obligations FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
U.S. Government Agency Securities (15.1%)
Federal Home Loan Bank, Series 1 1.09% (a), 8/5/09	$	7,000	$	7,000
2.65%, 7/2/09		10,000		10,000
Federal Home Loan Mortgage Corp. 1.25%, 3/9/10, Callable 5/12/09 @ 100, MTN		20,000		20,000
1.25%, 3/12/10, Callable 5/18/09 @ 100, MTN		10,000		9,998
Federal National Mortgage Assoc. 0.40% (a), 9/3/09		50,000		50,000
1.03% (a), 7/13/10		8,000		7,997
Total U.S. Government Agency Securities (Amortized Cost $104,995)				104,995
U.S. Treasury Obligations (2.6%)
U.S. Treasury Bills 0.31% (b), 11/19/09		10,000		9,983
0.59% (b), 4/8/10		8,000		7,955
Total U.S. Treasury Obligations (Amortized Cost $17,938)				17,938
Other (0.0%)
Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser, expires November 6, 2009 (See Note 7 in Notes to Financial Statements)		—		—
Total Other (Amortized Cost $—)				—
Total Investments (Amortized Cost $686,815) — 98.5%				682,232
Other assets in excess of liabilities — 1.5%				10,493
NET ASSETS — 100.0%			$	692,725

*  Value represents amortized cost except for security noted with footnote (h).

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rate represents the effective yield at purchase.

(c)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(d)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees.

Security	Acquisition Date		Acquisition Cost		Principal Amount		Fair Value		Percent of Net Assets
Gryphon Funding Ltd.		7/17/08	$	4,988	$	12,247	$	6,613		1.0	%
SIV Portfolio (formerly Cheyne Finance LLC), 11/5/07		10/24/06		6,205		6,209		—		—

See notes to financial statements.

8

The Victory Portfolios  Schedule of Portfolio Investments — continuedPrime Obligations FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

(e)  Security is issued by a structured investment vehicle.

(f)  Non-income producing security.

(g)  Supported by an Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser, as discussed more fully in Note 7 to the Notes to Financial Statements. Security is fair valued in accordance with procedures approved by the Board of Trustees and represents 1.0% of net assets as of 4/30/09.

(h)  Security is in default.

AMT — Subject to alternative minimum tax

BAN — Bond Anticipation Note

GO — General Obligation

LLC — Limited Liability Co.

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

See notes to financial statements.

9

The Victory Portfolios  Schedule of Portfolio Investments
Financial Reserves FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
Certificates of Deposit (5.8%)
Barclays Bank PLC NY, 2.01% (a), 1/11/10	$	20,000	$	20,000
Harris N.A., 0.88% (a), 5/29/09		5,000		5,000
Marshall & Ilsley Bank, 1.42% (a), 7/9/09		5,000		5,000
Wachovia Bank N.A., 1.55% (a), 5/26/09		6,000		5,994
Total Certificates of Deposit (Amortized Cost $35,934)				35,994
Commercial Paper (21.4%)
Bank of America Corp. 0.30% (b), 6/25/09		20,000		19,991
0.25% (b), 7/27/09		5,000		4,997
BNP Paribas Finance, Inc., 0.56% (b), 6/23/09		5,000		4,996
Chevron Funding Corp., 0.43% (b), 5/27/09		5,000		4,998
Credit Suisse First Boston USA, Inc., 1.36% (b), 7/9/09		20,000		19,948
Deere & Co., 0.51% (b), 5/6/09 (c)		2,500		2,500
Deutsche Bank Financial LLC, 0.66% (b), 5/7/09		7,000		6,999
Dexia Delaware LLC, 0.47% (b), 5/1/09		5,000		5,000
Eli Lilly & Co., 0.76% (b), 10/2/09 (c)		20,000		19,936
GE Capital Corp., 0.60% (b), 7/6/09		10,000		9,989
Honeywell International, Inc., 0.66% (b), 10/27/09 (c)		4,000		3,987
Johnson & Johnson, 0.49% (b), 9/18/09 (c)		3,000		2,994
Northwestern University 0.66% (b), 5/4/09		2,500		2,500
0.41% (b), 7/1/09		5,000		4,997
Paccar Financial Corp., 0.50% (b), 5/7/09		3,000		3,000
Praxair, Inc., 0.51% (b), 5/8/09		5,000		5,000
Societe Generale, 0.56% (b), 6/12/09		4,000		3,997
Total Capital Canada Ltd., 0.62% (b), 6/17/09 (c)		6,000		5,995
Total Commercial Paper (Amortized Cost $131,824)				131,824
Corporate Bonds (27.0%)
Bank of America N.A., 1.40% (a), 12/3/09 (c)		3,000		3,000
BellSouth Corp., 4.23%, 4/26/10 (c)		4,000		4,096
Citigroup Funding, Inc., Series D, 0.24% (a), 5/18/09, MTN		5,700		5,693
Countrywide Home Loans, Series K, 5.63%, 7/15/09, MTN		2,400		2,408
Credit Suisse First Boston USA, Inc. 4.70%, 6/1/09		3,000		3,006
Series 2, 0.32% (a), 11/20/09		9,000		8,774
Goldman Sachs Group, Inc., Series B, 1.32% (a), 11/16/09, MTN		5,000		4,715
Goldman Sachs Promissory Note, 1.38% (a), 6/23/09 (c)		50,000		50,000
Gryphon Funding Ltd. (d)(e)(f)(g)		3,827		2,067
IBM International Group Capital LLC, 1.47% (a), 3/26/10 (c)		4,000		4,000
Merrill Lynch & Co., Series C, 3.05% (a), 5/20/09, MTN		2,330		2,328
MetLife Global Funding I, 1.40% (a), 5/11/09 (c)		8,000		8,000
Morgan Stanley Series F 1.22% (a), 1/15/10, MTN		4,800		4,693
1.41% (a), 1/15/10		4,250		4,070
4.00%, 1/15/10		2,500		2,482

See notes to financial statements.

10

The Victory Portfolios  Schedule of Portfolio Investments — continued
Financial Reserves FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
National Rural Utilities Cooperative Finance Corp., 1.22% (a), 10/9/09, MTN	$	4,000	$	3,993
Royal Bank of Scotland PLC, 2.05% (a), 1/12/10 (c)		25,000		25,000
SIV Portfolio (formerly Cheyne Finance LLC), 12/15/07 (d)(f)(g)(h)		1,940		—
Toyota Motor Credit Corp., Series B, 0.56% (a), 5/11/09, MTN		3,000		3,000
UBS AG Stamford, CT, 1.86% (a), 1/13/10, MTN		17,000		17,000
Wachovia Mortgage FSB, 4.13%, 12/15/09		3,000		2,939
Wal-Mart Stores, Inc., 5.75% (a), 6/1/09		5,000		5,012
Total Corporate Bonds (Amortized Cost $167,768)				166,276
Municipal Bonds (12.2%)
California State Department of Water Resources Supply Revenue Series C-5, 0.70% (a), 5/1/22, LOC Dexia Credit Local		4,000		4,000
Series C-1, 1.00% (a), 5/1/22, LOC Dexia Credit Local		7,000		7,000
California Statewide Communities Development Authority Revenue, Redlands Community Hospital, Series B, 0.35% (a), 4/1/29, LOC JPMorgan Chase Bank		5,000		5,000
District of Columbia, Series D, 1.50% (a), 6/1/31, LOC Dexia Credit Local		8,000		8,000
Hudson County New Jersey, BAN, GO, 4.05%, 9/9/09		4,000		4,004
LoanStar Assets Partners LP Student Loan Revenue, Series A 3.00% (a), 2/1/40, LOC State Street B&T Co.		10,000		10,000
3.00% (a), 2/1/41, LOC State Street B&T Co.		12,000		12,000
New York City Housing Development Corp., Multifamily Mortgage Revenue, QFC Owner LLC, Series A, 0.51% (a), 6/1/42, LOC Citibank N.A., AMT		5,000		5,000
Rhode Island Student Loan Authority Revenue, Series C-2, 2.00% (a), 7/1/48, LOC Dexia Credit Local, AMT		10,500		10,500
San Jose Financing Authority Revenue, Series F, 0.90% (a), 6/1/34, LOC Bank of America N.A.		4,000		4,000
Tulalip Tribes of the Tulalip Reservation Revenue, 0.40% (a), 6/1/19, LOC Wells Fargo Bank N.A.		6,000		6,000
Total Municipal Bonds (Amortized Cost $75,504)				75,504
U.S. Government Agency Securities (14.4%)
Federal Farm Credit Bank, Series 1, 0.36% (a), 12/21/09		16,000		15,994
Federal Home Loan Bank, Series 1 1.09% (a), 8/5/09		5,000		5,000
2.65%, 7/2/09		6,000		6,000
Federal Home Loan Mortgage Corp. 1.25%, 3/9/10, Callable 5/12/09 @ 100, MTN		15,000		15,000
1.25%, 3/12/10, Callable 5/18/09 @ 100, MTN		10,000		9,998
Federal National Mortgage Assoc. 0.40% (a), 9/3/09		30,000		30,000
1.03% (a), 7/13/10		7,000		6,997
Total U.S. Government Agency Securities (Amortized Cost $88,989)				88,989

See notes to financial statements.

11

The Victory Portfolios  Schedule of Portfolio Investments — continued
Financial Reserves FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

Security Description	Principal Amount		Value*
Repurchase Agreements (15.2%)
Goldman Sachs Group, Inc., 0.16%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $75,000, collateralized by U.S. Treasury Bonds, 2.38%, 1/15/25, market value $76,500)	$	75,000	$	75,000
UBS Warburg LLC, 0.15%, 5/1/09 (Date of agreement 4/30/09, Proceeds at maturity $18,900, collateralized by U.S. Government Securities, 6.50%, 8/1/37, market value $19,281)		18,900		18,900
Total Repurchase Agreements (Amortized Cost $93,900)				93,900
U.S. Treasury Obligations (2.4%)
U.S. Treasury Bills 0.31% (b), 11/19/09		10,000		9,983
0.59% (b), 4/8/10		5,000		4,972
Total U.S. Treasury Obligations (Amortized Cost $14,955)				14,955
Other (0.0%)
Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser, expires November 6, 2009 (See Note 7 in Notes to Financial Statements)		—		—
Total Other (Amortized Cost $—)				—
Total Investments (Amortized Cost $608,874) — 98.4%				607,442
Other assets in excess of liabilities — 1.6%				9,625
NET ASSETS — 100.0%			$	617,067

*  Value represents amortized cost except for security noted with footnote (f).

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rate represents the effective yield at purchase.

(c)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(d)  Security is issued by a structured investment vehicle.

(e)  Non-income producing security.

(f)  Security is covered by an Irrevocable Letter of Credit with KeyCorp, an affiliate of the Adviser as discussed more fully in Note 7 to the Notes to Financial Statements. Security is fair valued in accordance with procedures adopted by the Board of Trustees and represents 0.3% of net assets as of 4/30/09.

(g)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees.

Security	Acquisition Date		Acquisition Cost		Principal Amount		Value		Percent of Net Assets
Gryphon Funding Ltd.		7/17/08	$	1,559	$	3,827	$	2,067		0.3	%
SIV Portfolio (formerly Cheyne Finance LLC), 11/5/07		10/24/06		1,939		1,940		—		—

See notes to financial statements.

12

The Victory Portfolios  Schedule of Portfolio Investments — continued
Financial Reserves FundApril 30, 2009

(Amounts in Thousands)  (Unaudited)

(h)  Security is in default.

AMT — Subject to alternative minimum tax

BAN — Bond Anticipation Note

GO — General Obligation

LLC — Limited Liability Co.

LOC — Letter of Credit

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

See notes to financial statements.

13

The Victory Portfolios  Schedule of Portfolio InvestmentsTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (90.3%)
Alabama (0.9%):
Mobile Industrial Development Board Dock & Wharf Revenue, Holnam, Inc. Project, Series A, 0.50% (a), 6/1/32, LOC Bayerische Landesbank	$	3,200	$	3,200
Arizona (0.6%):
Salt River Pima-Maricopa Indian Community Revenue, 0.50% (a), 10/1/25, LOC Bank of America N.A.		2,000		2,000
California (1.4%):
State Department of Water Resources Supply Revenue, Sub-Series I2, 0.25% (a), 5/1/22, LOC Landesbank Hessen-Thueringen Girozentrale		590		590
Statewide Communities Development Authority Revenue, Sea Crest School, Inc., 0.47% (a), 8/1/38, LOC Comerica Bank		4,500		4,500
				5,090
Colorado (3.4%):
Colorado Educational & Cultural Facilities Authority Revenue, Milwaukee Jewish Federation, Inc., Series D3, 0.50% (a), 12/1/37, LOC JPMorgan Chase Bank		1,100		1,100
Commerce City, Northern Infrastructure General Improvement, GO, 0.63% (a), 12/1/28, LOC U.S. Bank N.A.		5,000		5,000
Educational & Cultural Facilities Authority Revenue, National Jewish Federation Program, Series D6, 0.50% (a), 9/1/38, LOC JPMorgan Chase Bank		1,800		1,800
Health Facilities Authority Revenue, Craig Hospital Project, 0.47% (a), 12/1/20, LOC Wells Fargo Bank N.A.		4,270		4,270
				12,170
Delaware (0.8%):
State Economic Development Authority Revenue, YMCA Delaware Project, 0.48% (a), 5/1/36, LOC PNC Bank N.A.		3,000		3,000
District of Columbia (4.4%):
District of Columbia, GO, Series C, 2.00% (a), 6/1/27, LOC Dexia Credit Local		15,450		15,450
State Revenue, Lowell School, Inc. Project, 0.72% (a), 10/1/23, LOC Wachovia Bank N.A.		300		300
				15,750
Florida (4.2%):
Broward County Educational Facilities Authority Revenue, Nova Southeastern, Series C, 0.39% (a), 4/1/24, LOC Bank of America N.A.		700		700
Florida Development Finance Corp. Industrial Development Revenue, 4504 30th Street West LLC Project, 0.81% (a), 9/1/27, LOC Branch Banking & Trust, AMT		3,250		3,250
Hillsborough County Industrial Development Authority Revenue, Tampa Metropolitan Area YMCA, Inc. Project, 0.52% (a), 3/1/25, LOC Bank of America N.A.		3,350		3,350

See notes to financial statements.

14

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Miami-Dade County Educational Facilities Authority Revenue, Florida Memorial College Project, 0.50% (a), 10/1/27, LOC Bank of America N.A.	$	2,205	$	2,205
Orange County Industrial Development Authority Revenue, Lake Highland School, Inc., 0.50% (a), 8/1/32, LOC Bank of America N.A.		1,450		1,450
Sunshine State Government Financing Commission Revenue, 1.55% (a), 7/1/16, LOC Dexia Credit Local		3,900		3,900
				14,855
Georgia (1.6%):
Jasper County Development Authority Industrial Development Revenue, Permatherm, Inc. Project, 0.81% (a), 10/1/22, LOC Branch Banking & Trust, AMT		2,155		2,155
Middle Coastal Unified Development District Authority Revenue, YMCA of Coastal Georgia Project, 0.50% (a), 8/1/30, LOC Bank of America N.A.		3,700		3,700
				5,855
Idaho (1.0%):
Hailey Industrial Development Corp. Revenue, Rocky Mountain Hardware, Inc. Project, 0.72% (a), 9/1/31, LOC Wells Fargo Bank N.A., AMT		1,690		1,690
Power County Pollution Control Revenue, FMC Corp. Project, 0.50% (a), 12/1/10, LOC Wachovia Bank N.A.		2,000		2,000
				3,690
Illinois (9.3%):
Chicago O'Hare International Airport Revenue, Series D, 1.40% (a), 1/1/35, LOC Dexia Credit Local		4,000		4,000
Development Finance Authority, IDR, Industrial Steel Construction, Inc. Project, 1.63% (a), 7/15/23, LOC Bank One N.A., AMT (b)		2,710		2,710
Finance Authority Educational Facility Revenue, Erikson Institute Project, 0.50% (a), 11/1/37, LOC LaSalle Bank N.A.		2,500		2,500
Finance Authority Revenue, YMCA Metro Chicago Project, 0.48% (a), 6/1/34, LOC Harris Trust & Savings Bank		5,000		5,000
Galesburg, Knox College Project, 0.50% (a), 3/1/31, LOC LaSalle National Bank N.A.		5,000		5,000
Glendale Heights, IDR, Hudapack Metal Project, 1.63% (a), 9/1/18, LOC Bank One Wisconsin, AMT		1,765		1,765
Hanover Park, IDR, Spectra-Tech, Inc. Project, 1.15% (a), 8/1/17, LOC Harris Trust & Savings Bank, AMT		785		785
Health Facilities Authority Revenue, Riverside Health System, Series B, 0.48% (a), 11/15/16, LOC LaSalle National Bank N.A.		3,665		3,665
International Port District Revenue, 2.65% (a), 1/1/23, LOC LaSalle National Bank N.A.		2,000		2,000
Lake County, IDR, Northpoint Associates LLC Project, 0.63% (a), 7/1/29, LOC Northern Trust Co., AMT		2,200		2,200

See notes to financial statements.

15

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
West Chicago, IDR, Liquid Container Project, 0.63% (a), 3/1/15, LOC Bank of America N.A.	$	2,325	$	2,325
Yorkville, IDR, Wheaton & Co., Inc. Project, 1.63% (a), 4/1/16, LOC Bank One N.A., AMT (b)		1,200		1,200
				33,150
Indiana (7.4%):
Elkhart County, EDR, Hinsdale Farms Ltd. Project, 1.63% (a), 10/1/17, LOC Bank One N.A., AMT		1,875		1,875
Fort Wayne, EDR, PHD, Inc. Project, 1.63% (a), 5/1/15, LOC Wells Fargo Bank N.A., AMT		1,600		1,600
Hammond, EDR, Douglas Pointe III Associates LLC, Series A, 0.90% (a), 4/1/31, LOC Federal Home Loan Bank, AMT		2,735		2,735
Health Facility Financing Authority Revenue, Clark Memorial Hospital Project, 0.48% (a), 12/1/21, LOC JPMorgan Chase Bank		3,020		3,020
Health Facility Financing Authority Revenue, Crossroads Rehabilitation Center Project, 2.85% (a), 7/1/24, LOC Bank One N.A.		1,610		1,610
Municipal Power Agency, Power Supply Systems Revenue, Series A, 1.40% (a), 1/1/18, LOC Dexia Credit Local		2,000		2,000
Noblesville, Rivers Edge Apartments Project, 0.98% (a), 7/1/22, LOC Bank One Indianapolis (b)		2,205		2,205
State Development Finance Authority Revenue, EDR, Bhar Associates, Inc. Project, 1.63% (a), 8/1/16, LOC Bank One Indiana N.A., AMT		985		985
State Development Finance Authority Revenue, Educational Facilities, Model Aeronautics, 0.98% (a), 1/1/21, LOC Bank One Indiana N.A.		2,800		2,800
State Educational Facilities Authority Revenue, Wesleyan University Project, Series B, 0.55% (a), 6/1/28, LOC Bank of America N.A.		7,550		7,550
				26,380
Iowa (1.0%):
Finance Authority Health Facilities Revenue, Health System, Series A, 0.45% (a), 2/15/35, LOC JPMorgan Chase Bank		600		600
Higher Education Loan Authority Revenue, Private College Facility, Graceland College Project, 0.50% (a), 2/1/33, LOC Bank of America N.A.		2,830		2,830
				3,430
Kentucky (2.8%):
Fulton County Industrial Building Revenue, Burke-Parsons-Bowlby Corp., 0.66% (a), 7/1/26, LOC Branch Banking & Trust, AMT		3,900		3,900
Laurel County Revenue, Bluegrass holdings LLC, Series A, 0.62% (a), 5/1/33, LOC Wells Fargo Bank N.A., AMT		2,000		2,000
Williamstown League of Cities Funding Trust Lease Revenue, Series A, 0.52% (a), 7/1/38, LOC U.S. Bank N.A.		3,980		3,980
				9,880

See notes to financial statements.

16

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Maine (0.8%):
Auburn Revenue Obligation Securities, Morse Brothers, Inc. Project, 0.77% (a), 6/1/21, LOC Bank of America N.A., AMT	$	2,890	$	2,890
Maryland (1.6%):
State Economic Development Corp., EDR, Maryland Soccer Foundation, Inc. Project, 0.50% (a), 11/1/25, LOC Bank of America N.A.		2,435		2,435
State Health & Higher Educational Facilities Authority Revenue, Glen Meadows Retirement Community, Series A, 0.68% (a), 7/1/29, LOC Wachovia Bank N.A.		3,340		3,340
				5,775
Massachusetts (0.6%):
State Industrial Finance Agency, IDR, L.B. Foster Co., 1.00% (a), 3/1/13, LOC PNC Bank N.A., AMT		2,045		2,045
Michigan (1.9%):
State Hospital Financial Authority Revenue, Crittention Hospital Medical Center, Series A, 0.70% (a), 3/1/30, LOC Comerica Bank		5,900		5,900
State Strategic Fund Limited Obligation Revenue, Non-Ferrous Cast Alloys Project, 1.63% (a), 3/1/19, LOC Bank One Michigan, AMT		800		800
				6,700
Minnesota (1.4%):
New Brighton, IDR, Donatelle Holdings Project, 0.72% (a), 5/1/12, LOC Wells Fargo Bank N.A., AMT		1,325		1,325
State Higher Education Facilities Authority Revenue, University of St. Thomas, Series 5Z, 0.51% (a), 10/1/29, LOC Comerica Bank		3,500		3,500
				4,825
Missouri (3.8%):
Kansas City Special Obligation, Series F, 1.40% (a), 4/15/25, LOC Dexia Credit Local		2,000		2,000
Kansas City, IDR, Century Avenue Association, 1.25% (a), 12/1/11, LOC Bank of America N.A., AMT		4,900		4,900
St. Charles County Industrial Development Authority Revenue, Cedar Ridge Project, 0.52% (a), 5/15/31, FNMA		1,480		1,480
State Health & Educational Facilities Authority Revenue, Assemblies of God College, 0.50% (a), 5/1/26, LOC Bank of America N.A.		2,595		2,595
State Health & Educational Facilities Authority Revenue, Deaconess Long Term Care, Series B, 0.50% (a), 5/15/30, LOC JPMorgan Chase Bank		2,725		2,725
				13,700

See notes to financial statements.

17

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Montana (0.9%):
State Board of Investment Ltd. Obligation, Gainey Foundation, 0.81% (a), 9/1/14, LOC Comerica Bank	$	3,290	$	3,290
New Jersey (1.0%):
Economic Development Authority Revenue, Visiting Nurse Association, 0.47% (a), 6/1/31, LOC Sun Bank N.A.		3,600		3,600
New York (6.2%):
Dutchess County Industrial Development Agency, Marist College, Series A, 0.49% (a), 7/1/38, LOC TD Bank N.A.		4,500		4,500
Long Island Power Authority, Electricity Systems Revenue, Series 2 Sub-Series 2B, 0.42% (a), 5/1/33, LOC Bayerische Landesbank		9,605		9,605
New York, GO, Sub-Series A4, 0.40% (a), 8/1/22, LOC Bayerische Landesbank		3,000		3,000
New York State Dormitory Authority Revenue, State Supported Debt, University of New York, Series D, 0.44% (a), 7/1/31, LOC TD Bank N.A.		5,000		5,000
				22,105
North Carolina (2.5%):
Capital Facilities Finance Agency Revenue, Goodwill Industries of Central North Carolina, Inc., 0.52% (a), 12/1/24, LOC Bank of America N.A.		1,265		1,265
Medical Care Commission Health Care Facilities Revenue, First Mortgage Friends Homes, 0.55% (a), 9/1/33, LOC Bank of America N.A.		4,900		4,900
North Carolina Housing Finance Agency Revenue, Appalachian Student Housing Corp., Series A, 0.68% (a), 7/1/31, LOC Wachovia Bank N.A.		2,765		2,765
				8,930
Ohio (5.7%):
Allen County, Hospital Facilities Revenue, Catholic Healthcare, Series D, 0.55% (a), 10/1/31, LOC Wachovia Bank N.A.		3,000		3,000
Canal Winchester Local School District, GO, BAN, Series B, 3.63%, 11/24/09		255		256
Canal Winchester Local School District, School Facilities Construction, GO, BAN, Series A, 3.63%, 11/24/09		2,845		2,859
Hancock County, GO, BAN, Series 2, 3.50%, 11/5/09		3,649		3,663
Lyndhurst Economic Development Revenue, Hawken School Project, 0.48% (a), 5/1/27, LOC National City Bank		5,000		5,000
Montgomery Country Cultural Facilities Revenue, Dayton Art Institute Project, 0.53% (a), 9/1/21, LOC U.S. Bank N.A.		3,160		3,160
Muskingum County, GO, BAN, 2.38%, 9/24/09		1,225		1,227

See notes to financial statements.

18

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
State Solid Waste Revenue, BP Exploration & Oil Project, 0.45% (a), 8/1/34, AMT	$	50	$	50
Tallmadge, Rec Improvement, GO, BAN, 2.50%, 6/4/09		1,300		1,300
				20,515
Oregon (0.8%):
Oregon State Health Housing Educational & Cultural Facilities Authority Revenue, Sacred Heart Medical Center, 0.40% (a), 11/1/28		1,500		1,500
Port of Portland, IDR, Ash Grove Cement Co. Project, 0.55% (a), 10/1/09, LOC Bank of America N.A.		1,350		1,350
				2,850
Pennsylvania (6.4%):
Allegheny County Industrial Development Authority Healthcare Revenue, Vincentian Collaborative, Series B, 2.10%, 6/1/38, LOC PNC Bank N.A.		5,000		5,000
Allegheny County Industrial Development Authority Revenue, Oakland Catholic High School, 0.48% (a), 6/1/38, LOC PNC Bank N.A.		2,125		2,125
Benzinger Township Hospital Authority, Elk Regional Health System, 0.48% (a), 12/1/30, LOC PNC Bank N.A.		1,400		1,400
Delaware Valley Regional Financial Authority Revenue Series A, 0.50% (a), 12/1/19, LOC Bayerische Landesbank		3,400		3,400
Series B, 0.50% (a), 12/1/20, LOC Bayerische Landesbank		3,100		3,100
Economic Development Financing Authority Revenue, Philadelphia Area, Series J1, 0.48% (a), 11/1/30, LOC PNC Bank N.A.		1,700		1,700
Emmaus General Authority Revenue, Series H21, 0.40% (a), 3/1/24, LOC U.S. Bank N.A.		1,500		1,500
Luzerne County, IDR, YMCA Wilkes-Barre Project, 0.53% (a), 10/1/31, LOC PNC Bank N.A.		4,435		4,435
				22,660
Rhode Island (0.6%):
State Health & Educational Building Corp. Revenue, Hospital Financing, Care New England Health System, Series B, 0.40% (a), 9/1/37, LOC JPMorgan Chase Bank		2,110		2,110
South Carolina (2.9%):
Jobs Economic Development Authority, EDR, Community YMCA of Rock Hill Project, 0.50% (a), 11/1/24, LOC Bank of America N.A.		2,725		2,725
Jobs Economic Development Authority, IDR, Abraham Industries LLC Project, 1.00% (a), 5/1/14, LOC PNC Bank N.A., AMT		575		575
North Charleston Certificates of Participation, Public Facilities Convention Project, 0.55% (a), 9/1/19, LOC Bank of America N.A.		3,100		3,100

See notes to financial statements.

19

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
South Carolina Jobs Economic Development Authority Revenue, Wuref Development LLC Project, Series A, 0.52% (a), 7/1/33, LOC Wachovia Bank N.A.	$	4,110	$	4,110
				10,510
Tennessee (1.3%):
Chattanooga Health Educational & Housing Facility Board Revenue, Siskin Hospital for Physical Rehabilitation, Inc. Project, 0.45% (a), 6/1/28, LOC Bank of America N.A.		1,200		1,200
Hamilton County Industrial Development Board, IDR, Tennessee Aquarium, 0.50% (a), 3/1/15, LOC Bank of America N.A. (b)		3,400		3,400
				4,600
Texas (1.7%):
Harris County Cultural Education Facilities, Financial Corp. Special Facilities Revenue, Medical Center, Series A, 0.45% (a), 9/1/31, LOC JPMorgan Chase Bank		1,200		1,200
Northside Independent School District, GO, Series A, 2.00%, 8/1/33, Callable 2/1/09 @ 100, PSF-GTD		4,500		4,500
Southwest Higher Education Authority, Inc. Revenue, Southern Methodist University, 0.50% (a), 7/1/15, LOC Landesbank Hessen-Thueringen Girozentrale		400		400
				6,100
Utah (0.7%):
Emery County Pollution Control Revenue, Pacificorp Project, 0.48% (a), 7/1/15, LOC BNP Paribas		2,400		2,400
Virginia (0.6%):
Virginia Small Business Financing Authority Revenue, Industrial Development, BSL LLC Project, 0.66% (a), 7/1/24, LOC Branch Banking & Trust, AMT		2,180		2,180
Washington (5.2%):
King County Housing Authority Revenue, Landmark Apartments Project, 0.50% (a), 7/1/42, LOC Bank of America NT & S.A.		3,200		3,200
Port Vancouver Revenue, United Grain Corp., Series 84B, 0.55% (a), 12/1/09, LOC Bank of America N.A.		4,885		4,885
State Housing Finance Commission Nonprofit Housing Revenue, Nikkei Concerns Project, 0.47% (a), 10/1/19, LOC U.S. Bank N.A.		3,295		3,295
Washington State Economic Develpoment Finance Authority Revenue, Woods Realty LLC Project, Series D, 0.62% (a), 1/1/33, LOC U.S. Bank N.A., AMT		7,000		7,000
				18,380
West Virginia (1.3%):
Weirton Municipal Hospital Building Commission Hospital Revenue, Weirton Medical Center, Inc., 0.48% (a), 12/1/31, LOC PNC Bank N.A.		4,715		4,715

See notes to financial statements.

20

The Victory Portfolios  Schedule of Portfolio Investments — continuedTax-Free Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Wisconsin (3.6%):
Fort Atkinson, IDR, Lorman Iron & Metal, 3.13% (a), 12/1/11, LOC Bank One N.A., AMT	$	480	$	480
Franklin Public School District, Tax & Revenue Anticipation Promissory Notes, 4.00%, 9/11/09		3,200		3,204
Lawrence, IDR, R. Lewis & R. Lewis LLC Project, 1.63% (a), 8/1/27, LOC Bank One N.A., AMT		1,000		1,000
Maple Dale-Indian Hill School District, GO, Tax & Revenue Anticipation Promissory Notes, 2.50%, 8/27/09		3,000		3,005
Marinette School District, GO, Tax & Revenue Anticipation Promissory Notes, 3.75%, 8/7/09		2,000		2,002
Minocqua Hazelhurst Joint School District No. 1, GO, Tax & Revenue Anticipation Promissory Notes, 2.45%, 10/8/09		1,000		1,000
Wisconsin Rapids School District, Revenue, Tax & Revenue Anticipation Promissory Notes, 3.50%, 9/22/09		2,000		2,004
				12,695
Total Municipal Bonds (Amortized Cost $322,025)				322,025
Investment Companies (4.0%)
AIM Tax Free Money Market Fund, 0.53%(c)		14,270,130		14,270
Total Investment Companies (Amortized Cost $14,270)				14,270
Total Investments (Amortized Cost $336,295) — 94.3%				336,295
Other assets in excess of liabilities — 5.7%				20,322
NET ASSETS — 100.0%			$	356,617

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)  Rate periodically changes. Rate disclosed is the daily yield on 4/30/09.

AMT — Subject to alternative minimum tax

BAN — Bond Anticipation Note

EDR — Economic Development Revenue

FNMA — Insured by Federal National Mortgage Association

GO — General Obligation

IDR — Industrial Development Revenue

LLC — Limited Liability Co.

LOC — Letter of Credit

PSF-GTD — Public School Fund Guaranteed

See notes to financial statements.

21

The Victory Portfolios  Schedule of Portfolio InvestmentsOhio Municipal Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Municipal Bonds (92.8%)
Ohio (92.8%):
Akron Bath Copley, Joint Township Hospital District Revenue, Hospital Facilities, Summa Health Systems, Series B, 0.50% (a), 11/1/34, LOC Bank One N.A.	$	12,060	$	12,060
Allen County, Hospital Facilities Revenue, Catholic Healthcare, Series D, 0.55% (a), 10/1/31, LOC Wachovia Bank N.A.		6,250		6,250
Allen County, Hospital Facilities Revenue, Catholic Healthcare Partners Series B, 0.45% (a), 10/1/31, LOC JPMorgan Chase & Co		850		850
Series C, 0.45% (a), 10/1/31, LOC Wachovia Bank N.A.		3,650		3,650
Series A, 0.45% (a), 10/1/31, LOC Bank of America N.A.		7,835		7,835
Beachwood, Building Acquisition, GO, BAN, 2.25%, 12/3/09		1,000		1,003
Beavercreek City School District, School Improvement, GO, BAN, 2.00%, 8/18/09		3,000		3,007
Buckeye Valley Local School District Delaware County, School Facilities Construction, GO, BAN, 2.00%, 6/23/09		7,500		7,508
Butler County Revenue, Lakota Family YMCA, 0.48% (a), 5/1/27, LOC PNC Bank N.A.		2,000		2,000
Butler County, GO, BAN, 3.75%, 8/6/09, AMT		1,965		1,969
Butler County, Health Care Facilities Revenue, Colonial Senior Services, Inc. Project, 0.53% (a), 7/1/24, LOC U.S. Bank N.A.		3,650		3,650
Butler County, Health Care Facilities Revenue, Lifesphere Project, 0.50% (a), 5/1/30, LOC U.S. Bank N.A.		5,605		5,605
Butler County, Port Authority Economic Development Facilities Revenue, Refunding & Improvement, Great Miami Valley, 0.43% (a), 9/1/37, LOC JPMorgan Chase Bank		8,380		8,380
Cleveland Airport System Revenue, Series A, 0.56% (a), 1/1/27, LOC Wachovia Bank N.A., AMT		14,900		14,900
Cleveland-Cuyahoga County, Port Authority Revenue, Carnegie/89th Garage Project, 0.38% (a), 1/1/37, LOC JPMorgan Chase Bank		4,575		4,575
Columbus Regional Airport Authority Capital Funding Revenue, OASBO Program, Series A, 0.51% (a), 3/1/34, LOC U.S. Bank N.A.		2,060		2,060
Columbus, GO, Series B, 5.00%, 7/1/09		1,000		1,007
Coshocton County, Memorial Hospital Project Revenue, 0.93% (a), 3/1/17, LOC Bank One Columbus N.A.		1,780		1,780
Cuyahoga County, IDR, Progressive Plastics Project, 3.03% (a), 11/1/13, LOC Bank One Columbus N.A., AMT		415		415
Darke County, GO, BAN, 2.50%, 6/17/09		1,750		1,751
Dublin City School District, School Construction, GO, BAN, 2.00%, 5/28/09		2,700		2,702
Englewood, IDR, YMCA Dayton Project, Series A, 0.93% (a), 3/1/27, LOC Bank One N.A.		3,525		3,525
Erie County, Health Care Facilities Revenue, Series B, 0.64% (a), 10/1/21, LOC Bank One N.A.		3,645		3,645
Forest Park, GO, BAN, 4.30%, 11/3/09		1,750		1,755

See notes to financial statements.

22

The Victory Portfolios  Schedule of Portfolio Investments — continued
Ohio Municipal Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Franklin County, EDR, Columbus Electric Funded Project, 0.53% (a), 4/1/21, LOC Bank One N.A.	$	1,150	$	1,150
Franklin County, Health Care Facilities Revenue, Friendship Village of Dublin, Series B, 0.47% (a), 11/1/34, LOC LaSalle National Bank N.A.		8,800		8,800
Franklin County, Hospital Revenue, Children's Hospital Project, Series B, 0.57% (a), 12/1/14, SPA Bank One Columbus N.A. (b)		4,800		4,800
Franklin County, IDR, Bricker & Eckler, 0.55% (a), 11/1/14, LOC Bank One Columbus N.A.		205		205
Franklin County, Multifamily Revenue, Hanover Ridge Apartments, 0.65% (a), 12/15/30, FNMA, AMT		1,450		1,450
Hamilton County, EDR, 0.53% (a), 11/1/21, LOC Fifth Third Bank		11,800		11,800
Hamilton County, EDR, Samuel W. Bell Home Project, 0.53% (a), 4/1/22, LOC U.S. Bank N.A.		2,470		2,470
Hamilton County, Hospital Facilities Revenue, Beechwood Home for the Incurables Project, 0.53% (a), 7/1/22, LOC Star Bank		2,300		2,300
Hamilton County, Hospital Facilities Revenue, Children's Hospital Medical Center, 0.51% (a), 5/15/28, LOC JPMorgan Chase Bank		4,700		4,700
Hilliard, IDR, National Sign, 1.53% (a), 12/1/19, LOC Bank One N.A., AMT		1,755		1,755
Huber Heights City School District, School Improvement, GO, BAN, 2.00%, 8/18/09		3,200		3,206
Kent State University Revenue, General Receipts, Series B, 0.38% (a), 5/1/32, LOC Bank of America N.A.		3,000		3,000
Licking County, Career & Technology Education Certificates, School Facilities, GO, BAN, 3.00%, 9/8/09		1,100		1,104
Lima Hospital Revenue, Lima Memorial Hospital Project, 0.43% (a), 6/1/33, LOC Bank One N.A.		1,570		1,570
Lorain County, IDR, Malt Properties Ltd. Project, 0.53% (a), 4/1/34, LOC Bank One N.A., AMT		4,252		4,252
Mansfield, GO, BAN, 2.50%, 8/18/09		4,335		4,341
Mansfield, Security System Improvement, GO, BAN, 4.60%, 8/18/09		305		306
Marietta, Capital Facilities, GO, BAN, 2.50%, 5/20/09		1,008		1,008
Marion, GO, BAN, 3.75%, 10/15/09		7,475		7,492
Mason, IDR, Crane Plastics Co., 0.65% (a), 2/1/33, LOC U.S. Bank N.A., AMT		3,700		3,700
Monroe, Tax Increment Revenue, Corridor 75 Park Ltd. Project, 0.53% (a), 12/1/18, LOC National City Bank		2,000		2,000
Montgomery County, Catholic Health Revenue Series B, 0.43% (a), 12/1/25, SPA Bayerische Landesbank		1,900		1,900
Series B-2, 0.20% (a), 4/1/37		4,150		4,150
Montgomery County, EDR, Benjamin & Marian Project, Series B, 0.53% (a), 8/1/16, LOC National City Bank		1,300		1,300
Montgomery County, IDR, Citywide Development Corp. Project, 3.03% (a), 12/1/13, LOC Bank One Dayton N.A., AMT		1,070		1,070

See notes to financial statements.

23

The Victory Portfolios  Schedule of Portfolio Investments — continued
Ohio Municipal Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Montgomery County, Multifamily Housing Revenue, Cambridge Commons Apartments, Series A, 0.61% (a), 4/1/38, FHLB	$	4,205	$	4,205
Napoleon, GO, BAN, 2.55%, 7/22/09		1,890		1,892
Nordonia Hills City School District, GO, BAN, 2.38%, 6/23/09		1,600		1,603
Ohio State Higher Educational Facility Revenue, Case Western Reserve University, Series B-1, 0.23% (a), 12/1/44, LOC Bank of America N.A.		1,050		1,050
Olmsted Falls, Fire Station Improvement, GO, BAN, 2.25%, 8/19/09, National City Bank		1,100		1,101
Olmsted Falls, GO, BAN, 2.25%, 8/19/09, National City Bank		2,075		2,077
Perrysburg, GO, BAN, 2.13%, 5/21/09		2,050		2,050
Portage County, Health Care Facilities Revenue, Coleman Professional Services, 0.93% (a), 12/1/22, LOC Bank One N.A.		2,975		2,975
Salem Hospital Revenue, Salem Community Hospital, 0.43% (a), 9/1/35, LOC JPMorgan Chase Bank		6,240		6,240
Stark County, Sewer District, GO, BAN, Series 2008-1, 2.65%, 9/10/09, Callable 6/11/09 @100		3,125		3,125
State Air Quality Development Authority Revenue, Pollution Control, FirstEnergy Nuclear Generation Corp., Series B, 0.38% (a), 1/1/34, LOC Barclays Bank PLC		400		400
State Air Quality Development Authority Revenue, Pollution Control, FirstEnergy Solutions Corp., Series B, 0.45% (a), 8/1/29, LOC Bank of America N.A.		5,200		5,200
State Environmental Improvement Revenue, Newark Group Industrial Income Project, 0.50% (a), 12/1/26, LOC JPMorgan Chase Bank		3,050		3,050
State Higher Educational Facility Revenue, Cleveland Institute of Music Project, 0.48% (a), 5/1/30, LOC National City Bank		12,000		12,000
State Pollution Control Revenue, Air Project, 0.45% (a), 5/1/22, LOC BP Amoco		700		700
State Solid Waste Revenue, BP Chemical, Inc. Project, 0.45% (a), 8/1/34, AMT		1,900		1,900
State Solid Waste Revenue, BP Exploration & Oil Project 0.45% (a), 2/1/33, AMT		1,700		1,700
0.45% (a), 8/1/34, AMT		1,300		1,300
0.45% (a), 8/1/34, AMT		650		650
State Solid Waste Revenue, BP Products North America, Series B, 0.45% (a), 8/1/34, AMT		1,130		1,130
State Water Development Authority, Environmental Improvement Revenue, Waste Management Project, Series B, 0.70% (a), 7/1/20, LOC Bank of America N.A., AMT		1,700		1,700
State Water Development Authority, Pollution Control Facilities Revenue, FirstEnergy Generation Corp., Series A, 0.45% (a), 5/15/19, LOC Barclays Bank PLC		200		200
Strongsville, GO, BAN, Series 2, 3.25%, 5/14/09		2,740		2,740

See notes to financial statements.

24

The Victory Portfolios  Schedule of Portfolio Investments — continued
Ohio Municipal Money Market FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Toledo, City Services Special Assessment Notes 0.50% (a), 6/1/09, LOC State Street B&T Co.	$	5,200	$	5,200
0.48% (a), 6/1/10, LOC State Street B&T Co.		2,000		2,000
0.48% (a), 12/1/10, LOC State Street B&T Co.		3,000		3,000
Toledo-Lucas County Port Authority, Series C, 0.47% (a), 5/15/38, LOC Sovereign Bank & Bank of Nova Scotia		870		870
Trumbull County, IDR, 1.53% (a), 10/1/19, LOC Bank One Columbus N.A., AMT		1,150		1,150
University of Cincinnati General Receipts, Series F, 0.52% (a), 6/1/34, LOC Bayerische Landesbank		520		520
Warren County, GO, BAN, 2.00%, 9/16/09		450		450
Wood County, Hospital Facilities Revenue, Refunding & Improvement, Hospital Association Project, 0.66% (a), 3/1/39, LOC JPMorgan Chase Bank		5,000		5,000
Woodlawn, EDR, Goodwill Industrial Project 0.53% (a), 11/1/20, LOC U.S. Bank N.A.		5,370		5,370
0.53% (a), 11/1/20, LOC U.S. Bank N.A.		3,000		3,000
				267,259
Total Municipal Bonds (Amortized Cost $267,259)				267,259
Investment Companies (5.2%)
BlackRock Ohio Municipal Money Market, 0.67% (c)		14,930,487		14,930
Total Investment Companies (Amortized Cost $14,930)				14,930
Total Investments (Amortized Cost $282,189) — 98.0%				282,189
Other assets in excess of liabilities — 2.0%				5,679
NET ASSETS — 100.0%			$	287,868

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(c)  Rate periodically changes. Rate disclosed is the daily yield on 4/30/09.

AMT — Subject to alternative minimum tax

BAN — Bond Anticipation Note

EDR — Economic Development Revenue

FHLB — Insured by Federal Home Loan Bank

FNMA — Insured by Federal National Mortgage Association

GO — General Obligation

IDR — Industrial Development Revenue

LOC — Letter of Credit

PLC — Public Liability Co.

SPA — Standby Purchase Agreement

See notes to financial statements.

25

Statements of Assets and Liabilities

The Victory Portfolios  April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Government Reserves Fund			Prime Obligations Fund			Financial Reserves Fund
ASSETS:
Investments, at amortized cost (a)	$	820,652		$	554,232		$	513,542
Repurchase agreements, at value (b)		—			128,000			93,900
Total Investments		820,652			682,232			607,442
Cash		573			205			247
Interest receivable		800			1,590			1,245
Receivable for investments sold		—			9,025			8,700
Receivable from Adviser		160			—			—
Prepaid expenses		167			236			131
Total Assets		822,352			693,288			617,765
LIABILITIES:
Distributions payable		40			27			291
Accrued expenses and other payables:
Investment advisory fees		273			203			258
Administration fees		62			53			47
Custodian fees		8			10			10
Transfer agent fees		18			23			11
Trustee fees		1			2			1
Shareholder servicing fees		110			144			—
Other accrued expenses		131			101			80
Total Liabilities		643			563			698
NET ASSETS:
Capital		821,715			695,278			618,493
Undistributed (distributions in excess of) net investment income		33			838			1
Accumulated net realized gains (losses) from investment transactions		(39	)		1,192			5
Net unrealized appreciation (depreciation) on investments		—			(4,583	)		(1,432	)
Net Assets	$	821,709		$	692,725		$	617,067
Net Assets
Class A Shares		—		$	692,725		$	617,067
Trust Shares	$	297,172			—			—
Select Shares		524,537			—			—
Total	$	821,709		$	692,725		$	617,067
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		—			695,303			618,385
Trust Shares		297,125			—			—
Select Shares		524,401			—			—
Total		821,526			695,303			618,385
Net asset value, offering price & redemption price per share:
Class A Shares		—		$	1.00		$	1.00
Trust Shares	$	1.00			—			—
Select Shares	$	1.00			—			—

(a)  Represents value for Prime Obligations and Financial Reserves Fund. Amortized cost is $558,815 and $514,974, respectively.

(b)  Value is equal to amortized cost.

See notes to financial statements.

26

Statements of Assets and Liabilities

The Victory Portfolios  April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Tax-Free Money Market Fund			Ohio Municipal Money Market Fund
ASSETS:
Investments, at amortized cost	$	336,295		$	282,189
Cash		50			50
Interest and dividends receivable		621			894
Receivable for investments sold		19,830			4,860
Receivable from Adviser		24			62
Prepaid expenses		83			74
Total Assets		356,903			288,129
LIABILITIES:
Distributions payable		4			1
Accrued expenses and other payables:
Investment advisory fees		111			116
Administration fees		29			23
Custodian fees		4			4
Transfer agent fees		6			6
Trustee fees		1			—
Shareholder servicing fees		80			64
Other accrued expenses		51			47
Total Liabilities		286			261
NET ASSETS:
Capital		356,648			287,879
Distributions in excess of net investment income		(15	)		(15	)
Accumulated net realized gains (losses) from investment transactions		(16	)		4
Net Assets	$	356,617		$	287,868
Net Assets
Class A Shares	$	356,617		$	287,868
Total	$	356,617		$	287,868
Shares (unlimited number of shares authorized with a par value of $0.001 per share): Class A Shares		356,746			287,884
Total		356,746			287,884
Net asset value, offering price & redemption price per share:
Class A Shares	$	1.00		$	1.00

See notes to financial statements.

27

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Government Reserves Fund			Prime Obligations Fund			Financial Reserves Fund
Investment Income:
Interest income	$	5,246		$	5,895		$	4,996
Total Income		5,246			5,895			4,996
Expenses:
Investment advisory fees		2,003			1,303			1,677
Administration fees		480			357			322
Shareholder servicing fees — Class A Shares		—			931			—
Shareholder servicing fees — Select Shares		913			—			—
Custodian fees		63			53			49
Transfer agent fees		91			117			86
Transfer agent fees — Trust Shares		10			—			—
Transfer agent fees — Select Shares		30			—			—
Trustees' fees		53			39			35
Treasury Guarantee Program		—			286			148
Legal and audit fees		78			54			50
Other expenses		293			78			63
Total Expenses		4,014			3,218			2,430
Expenses waived/reimbursed by Adviser		(210	)		—			—
Net Expenses		3,804			3,218			2,430
Net Investment Income		1,442			2,677			2,566
Realized/Unrealized Gains (Losses) from Investment Transactions:
Net realized gains (losses) from investment transactions		(37	)		(44	)		(49	)
Unrealized appreciation/depreciation on investments		—			(781	)		(244	)
Net realized/unrealized gains (losses) from investments		(37	)		(825	)		(293	)
Net increase from payments by an affiliate for losses due to decline in the value of portfolio securities		—			458			—
Change in net assets resulting from operations	$	1,405		$	2,310		$	2,273

See notes to financial statements.

28

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Tax-Free Money Market Fund			Ohio Municipal Money Market Fund
Investment Income:
Interest income	$	2,447		$	2,125
Dividend income		62			124
Total Income		2,509			2,249
Expenses:
Investment advisory fees		770			845
Administration fees		211			180
Shareholder servicing fees — Class A Shares		550			470
Custodian fees		29			25
Transfer agent fees		58			48
Trustees' fees		23			20
Legal and audit fees		32			28
Other expenses		141			126
Total Expenses		1,814			1,742
Expenses waived/reimbursed by Adviser		(24	)		(76	)
Net Expenses		1,790			1,666
Net Investment Income		719			583
Realized/Unrealized Gains from Investment Transactions:
Net realized gains from investment transactions		—			4
Change in net assets resulting from operations	$	719		$	587

See notes to financial statements.

29

The Victory Portfolios  Statements of Changes in Net Assets

(Amounts in Thousands)

	Government Reserves Fund						Prime Obligations Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	1,442		$	20,841		$	2,677		$	23,563
Net realized gains (losses) from investment transactions		(37	)		123			(44	)		143
Change in unrealized appreciation/ depreciation on investments		—			—			(781	)		(3,803	)
Net increase from payments by an affiliate for losses due to   decline in the value of   portfolio securities		—			—			458			1,506
Change in net assets resulting from operations		1,405			20,964			2,310			21,409
Distributions to shareholders:
From net investment income:
Class A Shares		—			—			(2,686	)		(23,550	)
Trust Shares		(540	)		(5,141	)		—			—
Select Shares		(914	)		(15,647	)		—			—
From net realized gains:
Trust Shares		(28	)		—			—			—
Select Shares		(97	)		—			—			—
Change in net assets resulting from distributions to shareholders		(1,579	)		(20,788	)		(2,686	)		(23,550	)
Change in net assets from capital transactions		(234,426	)		105,088			(151,947	)		(140,549	)
Change in net assets		(234,600	)		105,264			(152,323	)		(142,690	)
Net Assets:
Beginning of period		1,056,309			951,045			845,048			987,738
End of period	$	821,709		$	1,056,309		$	692,725		$	845,048
Undistributed net investment income	$	33		$	45		$	838		$	847

See notes to financial statements.

30

The Victory Portfolios  Statements of Changes in Net Assets

(Amounts in Thousands)

	Government Reserves Fund						Prime Obligations Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued		—			—		$	614,509		$	1,578,754
Dividends reinvested		—			—			2,395			21,390
Cost of shares redeemed		—			—			(768,851	)		(1,740,693	)
Total Class A Shares		—			—		$	(151,947	)	$	(140,549	)
Trust Shares
Proceeds from shares issued	$	254,161		$	865,000			—			—
Dividends reinvested		1			3			—			—
Cost of shares redeemed		(203,772	)		(831,682	)		—			—
Total Trust Shares	$	50,390		$	33,321			—			—
Select Shares
Proceeds from shares issued	$	1,058,991		$	2,326,086			—			—
Dividends reinvested		765			11,160			—			—
Cost of shares redeemed		(1,344,572	)		(2,265,479	)		—			—
Total Select Shares	$	(284,816	)	$	71,767			—			—
Change in net assets from capital transactions	$	(234,426	)	$	105,088		$	(151,947	)	$	(140,549	)
Share Transactions:
Class A Shares
Issued		—			—			614,509			1,578,754
Reinvested		—			—			2,395			21,390
Redeemed		—			—			(768,851	)		(1,740,693	)
Total Class A Shares		—			—			(151,947	)		(140,549	)
Trust Shares
Issued		254,161			865,000			—			—
Reinvested		1			3			—			—
Redeemed		(203,772	)		(831,682	)		—			—
Total Trust Shares		50,390			33,321			—			—
Select Shares
Issued		1,058,991			2,326,086			—			—
Reinvested		765			11,160			—			—
Redeemed		(1,344,572	)		(2,265,479	)		—			—
Total Select Shares		(284,816	)		71,767			—			—
Change in Shares		(234,426	)		105,088			(151,947	)		(140,549	)

See notes to financial statements.

31

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Financial Reserves Fund						Tax-Free Money Market Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	2,566		$	16,332		$	719		$	8,340
Net realized gains (losses) from investment transactions		(49	)		73			—			—
Change in unrealized depreciation on investments		(244	)		(1,188	)		—			—
Change in net assets resulting from operations		2,273			15,217			719			8,340
Distributions to shareholders:
From net investment income:
Class A Shares		(2,573	)		(16,327	)		(723	)		(8,333	)
Change in net assets resulting from distributions to shareholders		(2,573	)		(16,327	)		(723	)		(8,333	)
Change in net assets from capital transactions		(74,137	)		108,772			(64,023	)		58,307
Change in net assets		(74,437	)		107,662			(64,027	)		58,314
Net Assets:
Beginning of period		691,504			583,842			420,644			362,330
End of period	$	617,067		$	691,504		$	356,617		$	420,644
Undistributed (distributions in excess of) net investment income	$	1		$	8		$	(15	)	$	(11	)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	261,337		$	986,502		$	419,995		$	933,643
Dividends reinvested		19			177			350			4,658
Cost of shares redeemed		(335,493	)		(877,907	)		(484,368	)		(879,994	)
Change in net assets from capital transactions	$	(74,137	)	$	108,772		$	(64,023	)	$	58,307
Share Transactions:
Class A Shares
Issued		261,337			986,502			419,995			933,643
Reinvested		19			177			350			4,658
Redeemed		(335,493	)		(877,907	)		(484,368	)		(879,994	)
Change in Shares		(74,137	)		108,772			(64,023	)		58,307

See notes to financial statements.

32

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Ohio Municipal Money Market Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	583		$	7,084
Net realized gains from investment transactions		4			—
Change in net assets resulting from operations		587			7,084
Distributions to shareholders:
From net investment income:
Class A Shares		(587	)		(7,076	)
Change in net assets resulting from distributions to shareholders		(587	)		(7,076	)
Change in net assets from capital transactions		(89,252	)		43,022
Change in net assets		(89,252	)		43,030
Net Assets:
Beginning of period		377,120			334,090
End of period	$	287,868		$	377,120
Distributions in excess of net investment income	$	(15	)	$	(11	)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	213,934		$	619,599
Dividends reinvested		388			4,863
Cost of shares redeemed		(303,574	)		(581,440	)
Change in net assets from capital transactions	$	(89,252	)	$	43,022
Share Transactions:
Class A Shares
Issued		213,934			619,599
Reinvested		388			4,863
Redeemed		(303,574	)		(581,440	)
Change in Shares		(89,252	)		43,022

See notes to financial statements.

33

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) from Investments			Distributions from Net Investment Income			Distributions from Net Realized Gains from Investments			Net Asset Value, End of Period
Government Reserves Fund — Trust Shares
Period Ended 04/30/09 (d)	$	1.000		0.002		—	(e)		(0.002	)		—	(e)	$	1.000
Year Ended 10/31/08	$	1.000		0.024		—	(e)		(0.024	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.047		—	(e)		(0.047	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.041		—	(e)		(0.041	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.022		—	(e)		(0.022	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.007		—			(0.007	)		—		$	1.000
Government Reserves Fund — Select Shares
Period Ended 04/30/09 (d)	$	1.000		0.001		—	(e)		(0.001	)		—	(e)	$	1.000
Year Ended 10/31/08	$	1.000		0.022		—	(e)		(0.022	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.045		—	(e)		(0.045	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.039		—	(e)		(0.039	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.019		—	(e)		(0.019	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.004		—			(0.004	)		—		$	1.000
Prime Obligations Fund — Class A Shares
Period Ended 04/30/09 (d)	$	1.000		0.004		—	(e)		(0.004	)		—		$	1.000
Year Ended 10/31/08	$	1.000		0.024		—	(e)		(0.024	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.047		—	(e)		(0.047	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.040		—	(e)		(0.040	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.021		—	(e)		(0.021	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.005		—	(e)		(0.005	)				$	1.000
Financial Reserves Fund — Class A Shares
Period Ended 04/30/09 (d)	$	1.000		0.004		—	(e)		(0.004	)		—		$	1.000
Year Ended 10/31/08	$	1.000		0.025		—	(e)		(0.025	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.048		—			(0.048	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.041		—	(e)		(0.041	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.022		—			(0.022	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.006		—			(0.006	)		—		$	1.000
Tax-Free Money Market Fund — Class A Shares
Period Ended 04/30/09 (d)	$	1.000		0.002		—			(0.002	)		—		$	1.000
Year Ended 10/31/08	$	1.000		0.020		—			(0.020	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.030		—	(e)		(0.030	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.026		—	(e)		(0.026	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.014		—			(0.014	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.004		—			(0.004	)		—		$	1.000
Ohio Municipal Money Market Fund — Class A Shares
Period Ended 04/30/09 (d)	$	1.000		0.001		—	(e)		(0.001	)		—		$	1.000
Year Ended 10/31/08	$	1.000		0.019		—			(0.019	)		—		$	1.000
Year Ended 10/31/07	$	1.000		0.029		—			(0.029	)		—		$	1.000
Year Ended 10/31/06	$	1.000		0.025		—	(e)		(0.025	)		—		$	1.000
Year Ended 10/31/05	$	1.000		0.013		—	(e)		(0.013	)		—		$	1.000
Year Ended 10/31/04	$	1.000		0.003		—			(0.003	)		—		$	1.000

(a)  Not annualized for periods less than one year.

(b)  Annualized for periods less than one year.

(c)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(d)  Unaudited.

(e)  Rounds to less than $0.001 per share.

(f)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007 BISYS' parent company, BISYS Group, Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(g)  During the period ended April 30, 2009, KeyCorp, an affiliate of the Adviser, made contributions to the Fund in accordance with an irrevocable letter of credit (See Note 7 in Notes to Financial Statements). Had these payments not been made, the total return of the Fund would have been 0.12% lower.

(h)  During the year ended October 31, 2008, KeyCorp, an affiliate of the Adviser, made contributions to the Fund in accordance with an irrevocable letter of credit (See Note 7 in Notes to Financial Statements). Had these payments not been made, the total return of the Fund would have been 0.16% lower.

See notes to financial statements.

34

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Total Return(a)			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets(b)			Ratio of Net Investment Income to Average Net Assets(b)			Ratio of Expenses to Average Net Assets(b)(c)			Ratio of Net Investment Income to Average Net Assets(b)(c)
Government Reserves Fund — Trust Shares
Period Ended 04/30/09 (d)		0.22	%	$	297,172		0.62	%		0.40	%		0.62	%		0.40	%
Year Ended 10/31/08		2.43	%	$	246,828		0.56	%		2.34	%		0.56	%		2.34	%
Year Ended 10/31/07		4.84	%(f)	$	213,467		0.57	%		4.63	%		0.57	%		4.63	%
Year Ended 10/31/06		4.21	%	$	180,866		0.58	%		4.13	%		0.58	%		4.13	%
Year Ended 10/31/05		2.22	%	$	190,104		0.58	%		2.21	%		0.62	%		2.17	%
Year Ended 10/31/04		0.70	%	$	216,128		0.55	%		0.68	%		0.58	%		0.65	%
Government Reserves Fund — Select Shares
Period Ended 04/30/09 (d)		0.12	%	$	524,537		0.81	%		0.25	%		0.87	%		0.19	%
Year Ended 10/31/08		2.18	%	$	809,481		0.81	%		2.19	%		0.81	%		2.19	%
Year Ended 10/31/07		4.58	%(f)	$	737,578		0.82	%		4.39	%		0.82	%		4.39	%
Year Ended 10/31/06		3.95	%	$	1,250,288		0.84	%		3.85	%		0.84	%		3.85	%
Year Ended 10/31/05		1.94	%	$	1,383,010		0.85	%		1.80	%		0.89	%		1.76	%
Year Ended 10/31/04		0.43	%	$	2,744,971		0.81	%		0.41	%		0.85	%		0.38	%
Prime Obligations Fund — Class A Shares
Period Ended 04/30/09 (d)		0.36	%(g)	$	692,725		0.86	%		0.72	%		0.86	%		0.72	%
Year Ended 10/31/08		2.45	%(h)	$	845,048		0.77	%		2.46	%		0.77	%		2.46	%
Year Ended 10/31/07		4.77	%(f)	$	987,738		0.77	%		4.58	%		0.77	%		4.58	%
Year Ended 10/31/06		4.12	%	$	991,096		0.79	%		4.03	%		0.79	%		4.03	%
Year Ended 10/31/05		2.13	%	$	1,013,961		0.81	%		2.08	%		0.83	%		2.06	%
Year Ended 10/31/04		0.49	%	$	1,266,260		0.81	%		0.48	%		0.81	%		0.48	%
Financial Reserves Fund — Class A Shares
Period Ended 04/30/09 (d)		0.38	%	$	617,067		0.72	%		0.76	%		0.72	%		0.76	%
Year Ended 10/31/08		2.53	%	$	691,504		0.66	%		2.45	%		0.66	%		2.45	%
Year Ended 10/31/07		4.86	%(f)	$	583,842		0.67	%		4.66	%		0.67	%		4.66	%
Year Ended 10/31/06		4.22	%	$	460,955		0.69	%		4.13	%		0.69	%		4.13	%
Year Ended 10/31/05		2.23	%	$	481,934		0.71	%		2.19	%		0.73	%		2.17	%
Year Ended 10/31/04		0.60	%	$	479,335		0.70	%		0.59	%		0.70	%		0.59	%
Tax-Free Money Market Fund — Class A Shares
Period Ended 04/30/09 (d)		0.16	%	$	356,617		0.81	%		0.33	%		0.82	%		0.32	%
Year Ended 10/31/08		1.99	%	$	420,644		0.77	%		1.95	%		0.77	%		1.95	%
Year Ended 10/31/07		3.07	%(f)	$	362,330		0.77	%		2.94	%		0.77	%		2.94	%
Year Ended 10/31/06		2.61	%	$	426,065		0.79	%		2.57	%		0.79	%		2.57	%
Year Ended 10/31/05		1.44	%	$	448,410		0.82	%		1.39	%		0.84	%		1.37	%
Year Ended 10/31/04		0.39	%	$	598,662		0.81	%		0.38	%		0.81	%		0.38	%
Ohio Municipal Money Market Fund — Class A Shares
Period Ended 04/30/09 (d)		0.15	%	$	287,868		0.89	%		0.31	%		0.93	%		0.27	%
Year Ended 10/31/08		1.88	%	$	377,120		0.87	%		1.84	%		0.87	%		1.84	%
Year Ended 10/31/07		2.96	%(f)	$	334,090		0.87	%		2.83	%		0.87	%		2.83	%
Year Ended 10/31/06		2.49	%	$	488,431		0.89	%		2.46	%		0.89	%		2.46	%
Year Ended 10/31/05		1.35	%	$	543,425		0.89	%		1.33	%		0.94	%		1.28	%
Year Ended 10/31/04		0.28	%	$	558,066		0.91	%		0.27	%		0.96	%		0.23	%

See notes to financial statements.

35

Notes to Financial Statements

The Victory Portfolios  April 30, 2009

(Unaudited)

1.  Organization:

The Victory Portfolios (the "Trust") was organized on December 6, 1995, as a Delaware statutory trust (formerly known as a Delaware business trust) as a successor to a company of the same name organized as a Massachusetts business trust on February 5, 1986. The Trust is registered under the Investment Company Act of 1940 as amended (the "1940 Act"), as an open-end investment company. The Trust is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001. As of April 30, 2009, the Trust offered shares of 22 funds. The accompanying financial statements are those of the Government Reserves Fund, Prime Obligations Fund, Financial Reserves Fund, Tax-Free Money Market Fund and Ohio Municipal Money Market Fund (collectively, the "Funds" and individually, a "Fund").

The Prime Obligations Fund, Financial Reserves Fund, Tax-Free Money Market Fund and Ohio Municipal Money Market Fund are authorized to issue one class of shares: Class A Shares. The Government Reserves Fund is authorized to issue two classes of shares: Trust Shares and Select Shares. Each class of shares in a Fund has substantially identical rights and privileges except with respect to fees paid under shareholder servicing or distribution plans, expenses allocable exclusively to each class of shares, voting rights on matters affecting a single class of shares, and the exchange privilege of each class of shares.

The Government Reserves Fund seeks to maximize current income to the extent consistent with the preservation of capital and maintenance of liquidity. The Prime Obligations Fund seeks to provide current income consistent with liquidity and stability of principal. The Financial Reserves Fund seeks to provide as high a level of current income as is consistent with preserving capital and providing liquidity. The Tax-Free Money Market Fund seeks to provide current interest income free from federal income taxes consistent with relative liquidity and stability of principal. The Ohio Municipal Money Market Fund seeks to provide current income exempt from federal regular income tax and the personal income taxes imposed by the State of Ohio and Ohio municipalities consistent with stability of principal.

Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with their vendors and others that provide for general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. However, based on experience, the Funds expect that risk of loss to be remote.

2.  Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of 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.

Securities Valuation:

Investments of the Funds are recorded at value, determined on the basis of amortized cost, which approximates market value. Under the amortized cost valuation method, discount or premium is accreted or amortized on a constant basis to the maturity of the security. In certain circumstances, securities may be valued at fair value determined pursuant to procedures approved by the Board of Trustees (the "Board"). Investments in other open-end investment companies are valued at their respective net asset values.

In accordance with Rule 2a-7 of the 1940 Act, the market values of the securities held in the Funds are determined at least once per week, unless the need arises to determine more frequently, using prices supplied by the Funds' independent pricing services. These values are then compared to the securities' amortized cost. Securities whose market price varies from amortized cost by more than

36

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

+/- 0.5% are indentified and validated with the pricing service. If Victory Capital Management ("VCM" or the "Adviser") concludes that the price obtained from the pricing service is not reliable, or if the pricing service does not provide a price for a security, the Adviser will provide an independent dealer to supply a price. Absent a price from the pricing service or an independent dealer, the Adviser may supply a fair value for the security for the comparison, which will be determined pursuant to procedures approved by the Board. If the difference between the aggregate market price and aggregate amortized cost of all securities held by a Fund exceeds +/- 0.00375%, the Funds' administrator will notify a senior officer of the Funds who will call a meeting of the Board to fully advise the Funds' Trustees. If the difference exceeds +/- 0.0050%, a meeting of the Board will be convened to determine what action, if any, to initiate.

Effective November 1, 2008, the Funds began applying the standard established under Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. One key component of the implementation of SFAS 157 includes the development of a three-tier fair value hierarchy. The basis of the tiers is dependant upon the various "inputs" used to determine the value of the Funds' investments. These inputs are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities.

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates, applicable to those securities, etc.).

• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The following is a summary of the inputs used to value the Funds' investments as of April 30, 2009 (amounts in thousands):

Fund Name	LEVEL 1 — Quoted Prices		LEVEL 2 — Other Significant Observable Inputs		LEVEL 3 — Significant Unobservable Inputs		Total
Government Reserves Fund	$	—	$	820,652	$	—	$	820,652
Prime Obligations Fund		—		675,619		6,613		682,232
Financial Reserves Fund		—		605,375		2,067		607,442
Tax-Free Money Market Fund		—		336,295		—		336,295
Ohio Municipal Money Market Fund		—		282,189		—		282,189

Reconciliation of Level 3 items.

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities
Prime Obigations Fund
Balance as of 10/31/08	$	7,919
Realized Gain (Loss)		458
Change in unrealized appreciation/depreciation (a)		(781	)
Net purchases (sales)		(983	)
Transfers in and/or out of Level 3		—
Balance as of 4/30/09	$	6,613

37

Notes to Financial Statements — continued

The Victory Portfolios  April 30, 2009

(Unaudited)

	Investments In Securities
Financial Reserves Fund
Balance as of 10/31/08	$	2,475
Realized Gain (Loss)		—
Change in unrealized appreciation/depreciation (a)		(244	)
Net purchases (sales)		(164	)
Transfers in and/or out of Level 3		—
Balance as of 4/30/09	$	2,067

(a) The change in unrealized appreciation/depreciation is attributable to investments held at April 30, 2009.

Treasury Guaranty Program for Money Market Funds:

The Board of the Trust approved, on October 7, 2008, the participation by each of the Funds in the U.S. Department of Treasury's Temporary Guarantee Program for Money Market Funds (the "Program"). The Program insures shareholders against loss up to the maximum amount of shares held as of the close of business September 19, 2008, in the event that any Fund liquidates its holdings and the net asset value per share at the time of liquidation is less than $1.00 per share. The Program is designed to help stabilize the credit markets by discouraging substantial redemptions in money market funds.

Participation in the initial three months of the Program (that is, until December 18, 2008) required a payment to the U.S. Department of Treasury in the amount of 0.01% based on the net asset value of each Fund (except Prime Obligations Fund, which required a payment in the amount of 0.015%) as of September 19, 2008. On November 24, 2008 the Secretary of the Treasury extended the Program beyond its initial three-month term through the close of business April 30, 2009, and on March 31, 2009 chose to extend it further, up through September 18, 2009. On December 3, 2008, the Board approved the Funds' participation in the extension of the Program through April 30, 2009. Furthermore, on April 9, 2009 the Board approved the Funds' continued participation in the Program through September 18, 2009. Participation in these two extensions each required a payment to the U.S. Department of the Treasury in the amount of 0.015% based on the net asset value of each Fund (except Prime Obligations Fund, which required payments of 0.022% and 0.023%, respectively) as of September 19, 2008. The expense of the Program is included within each Fund's Statement of Operations.

Securities Transactions and Related Income:

Changes in holdings of portfolio securities are accounted for no later than one business day following the trade date. For financial reporting purposes, however, portfolio security transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Repurchase Agreements:

Each Fund may acquire securities subject to repurchase agreements from financial institutions such as banks and broker-dealers, which the Fund's investment adviser deems creditworthy under guidelines approved by the Board. Under a repurchase agreement, the seller agrees to repurchase such securities at a mutually agreed-upon date and price. The repurchase price generally equals the price paid by the Fund plus interest negotiated on the basis of current short term rates, which may be more or less than the rate on the underlying securities. The repurchase agreements are collateralized by various corporate, U.S. Government and government-backed securities, with a value of not less than the repurchase price (including interest). If the counter-party defaults, and the

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fair value of the collateral declines, realization of the collateral by the Fund may be delayed or limited and/or result in additional costs. Securities subject to repurchase agreements are held by the Fund's custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system.

Securities Purchased on a When-Issued Basis:

All Funds may purchase securities on a "when-issued" basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and marketable securities at least equal in value to commitments for when-issued securities. These values are included in amounts payable for investments purchased on the accompanying statements of assets and l iabilities. As of April 30, 2009, the Funds had no outstanding "when-issued" purchase commitments.

Dividends to Shareholders:

Dividends from net investment income are declared daily and paid monthly for the Funds. Distributable net realized capital gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (i.e., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by a Fund may be reclassified as an offset to ca pital in the statements of assets and liabilities.

Federal Income Taxes:

It is the policy of each Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.

The Funds comply with Financial Accounting Standards Board Interpretation ("FASB") No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax return to determine whether it is more-likely-than-not (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liabilit y for taxes payable (or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense. FIN 48 includes a review of tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (e.g., the last 4 tax year ends and the interim tax period since then). FIN 48 did not impact the Funds' net assets or results of operations. Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

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Other:

Expenses that are directly related to a Fund are charged directly to that Fund. Other operating expenses of the Trust are prorated to each fund in the Trust on the basis of relative net assets or other appropriate basis. Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as transfer agent fees, state registration fees, shareholder servicing, printing and 12b-1 fees.

New Accounting Standards:

In March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires enhanced disclosures about the Funds' derivative and hedging activities, including how such activities are accounted for and their effect on the Funds' financial position, performance and cash flows. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Funds' financial statements and related disclosures.

In April 2009, FASB issued FASB Staff Position No. 157-4. "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP 157-4 will have on the Funds financial statement disclosures.

3. Investment Advisory, Administration, and Distribution Agreements:

Investment advisory services are provided to the Funds by VCM, a wholly owned subsidiary of KeyBank National Association ("KeyBank"). Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees based on a percentage of the average daily net assets of the Funds. The investment advisory fee of the Government Reserves Fund is computed at an annual rate of 0.40% of the Fund's average daily net assets up to $3.0 billion, 0.30% of the Fund's average daily net assets between $3.0 billion and $3.5 billion, and 0.25% of the Fund's average daily net assets greater than $3.5 billion; the investment advisory fee of the Prime Obligations Fund is computed at an annual rate of 0.35% of the Fund's average daily net assets up to $1.5 billion, 0.30% of the Fund's average daily net assets between $1.5 billion and $2.0 billion, 0.25% of the Fund's average daily net assets between $2.0 billion and $2.5 billion, and 0.20% of the Fund's average daily net assets greater than $2.5 billion; the investment advisory fee of the Financial Reserves Fund is computed at an annual rate of 0.50% of the Fund's average daily net assets; the investment advisory fee of the Tax-Free Money Market Fund is computed at an annual rate of 0.35% of the Fund's average daily net assets up to $600 million, 0.30% of the Fund's average daily net assets between $600 million and $1.2 billion, and 0.25% of the Fund's average daily net assets greater than $1.2 billion; and the investment advisory fee of the Ohio Municipal Money Market is computed at an annual rate of 0.45% of the Fund's average daily net assets up to $600 million, 0.35% of the Fund's average daily net assets between $600 million and $1.2 billion, and 0.25% of the Fund's average daily net assets greater than $1.2 billion. The Adviser may use its resources to assist with the Funds' distribution and marketing expenses.

KeyBank, serving as custodian for all Funds in the Trust (excluding International Fund and International Select Fund), receives custodian fees computed at the annual rate of 0.013% of the first $10 billion of the Trust's, The Victory Variable Insurance Funds' and The Victory Institutional Funds' (the "Victory Trusts") average daily net assets, 0.0113% of the Victory Trusts' average daily net assets between $10 billion and $12.5 billion and 0.0025% of the Victory Trusts' average daily net assets greater than $12.5 billion. Average daily net assets for this computation does not include International Fund and International Select Fund. The Trust reimburses KeyBank for all of its reasonable out-of-pocket expenses incurred in providing custody services.

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VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement, the Trust and The Victory Variable Insurance Funds (collectively, the "Trusts") pay VCM a fee at the annual rate of 0.108% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.078% of the aggregate net assets of the Trusts between $8 billion and $10 billion; plus 0.075% of the aggregate net assets of the Trusts between $10 billion and $12 billion; plus 0.065% of the aggregate net assets of the Trusts greater than $12 billion, for providing certain administrative and fund accounting services to the Trusts' series.

The Prime Obligations Fund and Financial Reserves Fund have entered into an irrevocable letter of credit with KeyCorp, an affiliate of the Adviser. Details of this transaction are located in footnote 7.

Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Funds under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

Citi also serves as the Funds' Transfer Agent. Under the terms of the Transfer Agent Agreement, Citi receives a fee that is calculated daily at the annual rate of 0.02% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.015% of the aggregate net assets of the Trusts between $8 billion and $16 billion; plus 0.01% of the aggregate net assets of the Trusts between $16 billion and $20 billion; plus 0.005% of the aggregate net assets of the Trusts greater than $20 billion. In addition, Citi is entitled to reimbursement of out-of-pocket expenses incurred in providing transfer agent services.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Funds pursuant to a Distribution Agreement between the Distributor and the Trust.

The Distributor or financial institutions (directly or through the Distributor) may receive from all the Funds (other than the Trust Shares of the Government Reserves Fund), pursuant to a Shareholder Servicing Plan, a fee of up to 0.25% of the average daily net assets of the Funds for providing support services to shareholders of the Funds, which may include establishing and maintaining accounts and records, processing dividend and distribution payments, providing account information, assisting in processing purchase, exchange, and redemption requests, and assisting shareholders in changing dividend options, account designations and addresses. Financial institutions may include affiliates of the Adviser. Currently, the Financial Reserves Fund is not paying this fee. For the six months ended April 30, 2009, affiliates of the Adviser earned $2,755 (amount in thousands).

The Trust has also adopted a "defensive" Rule 12b-1 Plan on behalf of the Funds (does not include Prime Obligations Fund and Tax-Free Money Market Fund). The Plan allows the Adviser, the Administrator and the Distributor to incur certain expenses that might be considered to constitute indirect payment by the Funds of distribution expenses. No separate payments are authorized to be made by the Funds pursuant to this Plan. To the extent that any payments made by the Funds' Administrator, Distributor, Adviser or any sub-adviser, directly or through an affiliate (in each case, from its own resources), should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to be authorized by this Plan. No fees are currently being paid under the Plan.

The Adviser, Citi, or other service providers may waive or reimburse fees to assist the Funds in maintaining competitive expense ratios. The amounts are not available to be recouped at a future time.

The Government Reserves Fund, Tax Free Money Market Fund and Ohio Municipal Money Market Fund have entered into a fee waiver and expense reimbursement agreement with the Adviser and has agreed to waive fees or reimburse expenses by amounts necessary to maintain a minimum yield of 0.01% and in which the Funds have agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the yield of a class to decrease below 0.01%.

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The Adviser is contractually limiting fees and expenses until March 31, 2010. As of April 30, 2009, the following amounts have been waived or reimbursed by the Adviser and are subject to repayment by the respective fund (amounts in thousands):

Fund	Amount Waived or Reimbursed		Expires May 31,
Government Reserves Fund, Trust Class	$	58		2012
Tax Free Money Market Fund		9		2012
Ohio Municipal Money Market Fund		36		2012

On December 1, 2006, VCM paid the Funds comprising The Victory Portfolios approximately $9.8 million. This amount was allocated to each Fund according to its relative net assets as of November 30, 2006. This payment was made pursuant to an agreement reached among the Funds, BISYS Fund Services, Inc., ("BISYS") (BISYS was acquired by Citi on August 1, 2007) and VCM, the sub-administrator and investment adviser, respectively, relating to certain expenditures that, among other things, supported distribution of Fund shares. The Funds believe that the nature of these expenditures required additional disclosure to the Board at the time incurred. Under the terms of the agreement, Citi and VCM will pay an aggregate of approximately $13.3 million (inclusive of the amounts already paid on December 1, 2006). The payment from Citi will be made on a date and pursuant to a distribution plan to be approved by the Securities and Exchange Commission (the "SE C") in accord with a settlement that BISYS entered into with the SEC on September 26, 2006 relating to the same matters. A proposed plan of distribution, ("Fair Fund Plan") was posted by the SEC for public review and comment on May 29, 2009. Further information, including the methodology of the Fair Fund Plan, is available on the SEC website at www.sec.gov/litigation/admin/2009/34-60011-pdp.pdf. None of these payments has had, or is expected to have, a material effect on the NAV of any Fund.

4.  Risks:

The Ohio Municipal Money Market Fund invests primarily in municipal debt obligations issued by the state of Ohio and its political subdivisions, agencies and public authorities to obtain funds for various public purposes. This Fund is more susceptible to economic and political factors, which might adversely affect municipalities and companies within the state of Ohio, than are other types of funds that are not geographically concentrated to the same extent.

The Funds will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Funds. The Funds may be negatively impacted if counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Funds may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds typically enter into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Adviser to be of comparable quality.

5.  Line of Credit:

The Victory Trusts (except International Fund and International Select Fund) participate in a short-term, demand note "Line of Credit" agreement with KeyCorp, an affiliate of the Adviser. Under the agreement, the Victory Trusts may borrow up to $200 million. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. KeyCorp receives an annual commitment fee of eight basis points on $200 million for providing the Line of Credit. For the six months ended April 30, 2009, the Victory Trusts paid approximately $80 to KeyCorp for the Line of Credit fee (amount in thousands). Effective June 1, 2009 KeyCorp will receive an annual commitment fee of 30 basis points on $150 million for providing the Line of Credit. Each Fund in the Victory Trusts (except International Fund and International Select Fund) pays a pro-rata portion of this comm itment fee plus any interest on amounts borrowed. The average daily loan outstanding and average interest rate for the six months ended April 30, 2009 was as follows (amounts in thousands).

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(Unaudited)

Fund	Average Loan			Average Rate
Government Reserves Fund	$	121			1.25	%
Financial Reserves Fund		2			1.71	%
Tax Free Money Market Fund		—	(a)		2.68	%
Ohio Municipal Money Market Fund		11			2.00	%

(a) Rounds less than $1,000.

As of April 30, 2009 the Funds had no loans outstanding with KeyCorp.

6.  Federal Income Tax Information:

The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending October 31, 2009.

The tax character of distributions paid during the six months ended October 31, 2008 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid)(amounts in thousands):

	Distributions Paid from Ordinary Income		Total Taxable Distributions		Tax Exempt Distributions		Total Distributions Paid
Government Reserves Fund	$	23,303	$	23,303	$	—	$	23,303
Prime Obligations Fund		26,415		26,415		—		26,415
Financial Reserves Fund		17,874		17,874		—		17,874
Tax-Free Money Market Fund		28		28		8,221		8,249
Ohio Municipal Money Market Fund		65		65		6,943		7,008

The tax character of distributions paid during the fiscal year ended October 31, 2007 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid)(amounts in thousands):

	Distributions Paid From Ordinary Income		Total Taxable Distributions		Tax Exempt Distributions		Total Distributions Paid
Government Reserves Fund	$	48,976	$	48,976	$	—	$	48,976
Prime Obligations Fund		44,254		44,254		—		44,254
Financial Reserves Fund		24,053		24,053		—		24,053
Tax-Free Money Market Fund		9		9		12,113		12,122
Ohio Municipal Money Market Fund		32		32		12,161		12,193

As of October 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows (total distributions payable may differ from the Statements of Assets and Liabilities because for tax purposes, dividends are recognized when actually paid)(amounts in thousands):

	Undistributed Tax Exempt Income		Undistributed Ordinary Income		Accumulated Earnings		Distributions Payable			Accumulated Capital and Other Losses			Unrealized Appreciation/ Depreciation*		Total Accumulated Earnings/ (Deficit)
Government Reserves Fund	$	—	$	1,127	$	1,127	$	(934	)	$	—		$	—	$	193
Prime Obligations Fund		—		878		878		(757	)		(4,618	)		2,986		(1,511	)
Financial Reserves Fund		—		681		681		(638	)		(1,886	)		735		(1,108	)

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(Unaudited)

	Undistributed Tax Exempt Income		Undistributed Ordinary Income		Accumulated Earnings		Distributions Payable			Accumulated Capital and Other Losses			Unrealized Appreciation/ Depreciation*		Total Accumulated Earnings/ (Deficit)
Tax-Free Money Market Fund	$	980	$	—	$	980	$	(976	)	$	(16	)	$	—	$	(12	)
Ohio Municipal Money Market Fund		879		—		879		(876	)		—	(a)		—		3

(a) Rounds to less than $1,000.

*The differences between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the difference between book and tax recognition of income/losses on certain securities.

As of October 31, 2008, the following Funds had net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by Treasury regulations (amounts in thousands):

	2009			2010			2011			2013			2014		2015		2016		Total
Prime Obligations Fund	$	—		$	—		$	—		$	—		$	—	$	—	$	4,618	$	4,618
Financial Reserves Fund		—			—			—	(a)		—			1		—		1,885		1,886
Tax Free Money Market Fund		3			—			—			—			11		2		—		16
Ohio Municipal Money Market Fund		—	(a)		—	(a)		—			—	(a)		—		—		—		—	(a)

(a) Rounds to less than $1,000.

The cost basis of investments of Prime Obligations Fund and the Financial Reserves Fund for federal income tax purposes, gross unrealized appreciation, gross realized depreciation and net unrealized appreciation/depreciation as of April 30, 2009 are as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation/ Depreciation
Prime Obligations Fund	$	680,662	$	6,153	$	(4,583	)	$	1,570
Financial Reserves Fund		606,951		1,923		(1,432	)		491

7.  Market Events

The value of asset-backed securities, including those issued by structured investment vehicles (SIVs), may be affected by, among other things, changes in: interest rates, the quality of underlying assets or the market's assessment of those assets, factors concerning the interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of entities that provide any credit enhancements. SIVs generally have experienced significantly decreased liquidity as well as declines in the market value of certain categories of collateral underlying the SIVs.

The Financial Reserves Fund (the "FR Fund") and Prime Obligations Fund (the "PO Fund") each own obligations of SIV Portfolio plc ("Portfolio"), formerly Cheyne Finance LLC, a SIV. On August 28, 2007, Portfolio breached a financial covenant related to the market value of its underlying collateral. Portfolio subsequently became insolvent and defaulted on its obligations to pay interest and principal due to the noteholders. The Trust's Board, acting on the recommendation of the Adviser, and in the exercise of its business judgment, concluded that it would not be in the best interests of either the FR Fund or the PO Fund or their shareholders to dispose of the Portfolio security at that time.

On April 16, 2008, the FR Fund and the PO Fund received a partial payment on the Portfolio obligations they owned. In mid-July 2008, Portfolio was restructured and, in an auction held by the

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(Unaudited)

receiver, bidders acquired approximately 21% of Portfolio's non-cash assets. The remaining non-cash assets were transferred to Gryphon Funding ("Gryphon"), a new SIV. Portfolio retained 7.5% of its original assets in cash. On August 15, 2008, Portfolio distributed the majority of this cash to shareholders, but retained approximately 1% of such cash. As a result of the reorganization, the FR Fund and the PO Fund currently hold interests in both Portfolio and Gryphon. During the period ended April 30, 2009, Gryphon made cash distributions from the underlying holdings.

On July 17, 2008, KeyCorp, the parent of the Adviser, amended an irrevocable letter of credit that included the FR Fund and the PO Fund under the letter of credit for the stated principal amount of each Fund's original Portfolio investment and to maintain the mark to market net asset values of the FR Fund and the PO Fund so that they do not fall below $0.9950. Effective March 30, 2009, the July 17, 2008 amended letter of credit was amended and restated leaving its substantive provisions intact but, among other things, extending the expiration date to November 6, 2009.

For purposes of carrying out the monitoring procedures, as described in the Funds' Statement of Additional Information, the FR Fund and the PO Fund have reduced the mark-to-market values of the Portfolio and Gryphon securities to amounts below par. These reductions have had minimal impact on the deviation between the FR Fund mark-to-market net asset value and its amortized cost price per share has remained at $1.00. Through April 30, 2009 the PO Fund has drawn on the letter of credit for total amounts of $0.5 million and $2.0 million, for the six months ended April 30, 2009 and cumulative, respectively, permitting the PO Fund to maintain its rounded per share net asset value at $1.00. For financial statement purposes, the Portfolio and Gryphon securities are recorded at fair value.

As of May 28, 2009, in accordance with the terms of the letter of credit, KeyCorp has advised the Trust's Board that it intends to maintain the FR Fund and the PO Fund at the levels stated above.

45

Supplemental Information
The Victory PortfoliosApril 30, 2009

  (Unaudited)

Other Information

On December 3, 2008, the Victory Portfolios (the "Funds") dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm. The Funds' Audit Committee and Board of Trustees participated in and approved the decision to change its independent registered public accounting firm.

The reports of PricewaterhouseCoopers LLP on the Funds' financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the two most recent fiscal years and through December 3, 2008, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

As disclosed in the Funds' Form N-SAR for the period ended October 31, 2007, the Victory Investment Grade Convertible Bond Fund did not maintain effective controls over recognition of premium amortization on certain convertible bond investments to ensure that premiums attributable to the equity conversion feature were not amortized for federal income tax purposes.

The Funds engaged Ernst & Young LLP as its new independent registered public accounting firm as of December 3, 2008.

Trustee and Officer Information

Board of Trustees:

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board, in accordance with the laws of the State of Delaware. There are currently ten Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and two Advisory Trustees, both of whom are "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustees"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, length of time served, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 22 portfolios in the Trust, one portfolio in The Victory Variable Insurance Funds and one portfolio in The Victory Institutional Funds, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o The Victory Portfolios, 3435 Stelzer Road, Columbus, Ohio 43219. Each Trustee has an indefinite term.

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Independent Trustees.
Mr. David Brooks Adcock (1951)	Trustee	May 2005	General Counsel, Duke University and Duke University Health System (1982-2006).	Hospital Partners of America.
Mr. Nigel D. T. Andrews (1947)	Vice Chair and Trustee	August 2002	Retired (since 2001).	Chemtura Corporation; Old Mutual plc.
Ms. E. Lee Beard (1951)	Trustee	May 2005	President Principal Owner (since 2003) The Henlee Group.	None.

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Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Ms. Lyn Hutton (1950)	Trustee	March 2002	Chief Investment Officer, The Commonfund for Nonprofit Organizations (since January 2003).	None.
Mr. John L. Kelly (1953)	Trustee	May 2008	Managing Director, JL Thornton & Co. Financial Consultant (since 2003).	None.
Dr. Thomas F. Morrissey (1934)	Trustee	November 1994	Retired. Professor Emeritus (1970-2004), Weatherhead School of Management, Case Western Reserve University.	None.
Ms. Karen F. Shepherd (1940)	Trustee	August 2002	Retired.	UBS Bank USA; OC Tanner Co.
Mr. Leigh A. Wilson (1944)	Chair and Trustee	November 1994	Chief Executive Officer, Third Wave Associates (p/k/a New Century Living, Inc.) (full service independent living for senior citizens); Director, The Mutual Fund Directors Forum (since 2004).	Chair, Old Mutual Advisor II Funds (23 portfolios) and Old Insurance (8 Portfolios); Trustee, Old Mutual Funds III (12 Portfolios).
Independent Advisory Trustees.
Teresa C. Barger (1955)	Advisory Trustee	December 2008	Chief Investment Officer/Chief Executive Officer, Cartica Capital LLC (since, 2007); Director of the Corporate Governance and Capital Markets Advisory Department for the World Bank and International Finance Corporation (2004-2007).	None.
David L. Meyer (1957)	Advisory Trustee	December 2008	Retired (since 2008). Chief Operating Officer, Investment & Wealth Management Division, PNC Financial Services Group (Mercantile Bankshares Corp. prior to March 2007) (since 2002).	None.

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Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Interested Trustees.
David C. Brown (1972)	Trustee	May 2008	Chief Operating Officer, Victory Capital Management, Inc. (since July 2004); Chief Financial Officer and Chief Operating Officer, Gartmore Emerging Managers (February 1999-July 2004).	None.
Thomas W. Bunn (1953)	Trustee	May 2008	Retired (since February 2009); Vice Chair, KeyCorp National Banking (since July 2005); Senior Executive Vice President of Key's Corporate Finance Group (March 2002-July 2005).	None.

Messres Brown and Bunn are "Interested Persons" by reason of their relationship with KeyCorp.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 1-800-539-3863.

Officers:

The officers of the Trust, their ages, the length of time served and their principal occupations during the past five years, are detailed in the following table. Each individual holds the same position with the other registered investment companies in the Victory Fund Complex, and each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 3435 Stelzer Road, Columbus, Ohio 43219-3035. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael Policarpo, II (1974)	President	May 2008 (Officer since May 2006)	Managing Director of the Adviser (since July 2005). Vice President of Finance, Gartmore Global Investments, (August 2004-July 2005). Chief Financial Officer Advisor Services, Gartmore Global Investments Inc. (August 2003-August 2004).
Mr. Peter W. Scharich (1964)	Vice President	May 2008	Managing Director, Mutual Fund Administration, the Adviser (since January 2006), Managing Director, Strategy, the Adviser (March 2005-January 2006), Chief Financial Officer, the Adviser (September 2002-March 2005).
Mr. Christopher K. Dyer (1962)	Secretary	February 2006	Head of Mutual Fund Administration, the Adviser.
Mr. Jay G. Baris (1954)	Assistant Secretary	December 1997	Partner, Kramer Levin Naftalis & Frankel LLP.
Mr. Christopher E. Sabato (1968)	Treasurer	May 2005	Senior Vice President, Fund Administration, Citi.

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Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael J. Nanosky (1966)	Anti-Money Laundering Compliance Officer and Identity Theft Officer	February 2009	Vice President and Chief Compliance Officer, CCO Services of Citi Fund Services Inc. (since 2008); Vice President and Managing Director of Regulatory Compliance, National City Bank-Allegiant Asset Management (2004-2008); Vice President and Director of Fund Administration and Compliance, National City Bank-Allegiant Asset Management (2002-2004).
Mr. Edward J. Veilleux (1943)	Chief Compliance Officer	October 2005	President of EJV Financial Services (mutual fund consulting) since 2002.

Proxy Voting and Form N-Q Information

Proxy Voting:

Information regarding the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-539-3863. The information included in the Funds' Statement of Additional Information, which is available on the Funds' website at www.victoryconnect.com and on the Securities and Exchange Commission's website at www.sec.gov.

Information relating to how the Funds voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the Funds' website at www.victoryconnect.com and on the Securities and Exchange Commission's website at www.sec.gov.

Availability of Schedules of Investments:

The Trust files its complete list of schedules of investments with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the Securities and Exchange Commission's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the Securities and Exchange Commission at 1-202-551-8090.

Expense Examples

As a shareholder of the Funds, you incur ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2008 through April 30, 2009.

Actual Expenses:

The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then

49

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The Victory PortfoliosApril 30, 2009

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multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Government Reserves Fund
Trust Shares	$	1,000.00	$	1,002.20	$	3.08		0.62	%
Select Shares		1,000.00		1,001.20		4.02		0.81	%
Prime Obligations Fund
Class A Shares		1,000.00		1,003.60		4.27		0.86	%
Financial Reserves Fund
Class A Shares		1,000.00		1,003.80		3.58		0.72	%
Tax-Free Money Market Fund
Class A Shares		1,000.00		1,001.60		4.02		0.81	%
Ohio Municipal Money Market Fund
Class A Shares		1,000.00		1,001.50		4.42		0.89	%

*Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year.

**Annualized

Example for Comparison Purposes:

The table below provides information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Government Reserves Fund
Trust Shares	$	1,000.00	$	1,021.72	$	3.11		0.62	%
Select Shares		1,000.00		1,020.78		4.06		0.81	%
Prime Obligations Fund
Class A Shares		1,000.00		1,020.53		4.31		0.86	%
Financial Reserves Fund
Class A Shares		1,000.00		1,021.22		3.61		0.72	%
Tax-Free Money Market Fund
Class A Shares		1,000.00		1,020.78		4.06		0.81	%
Ohio Municipal Money Market Fund
Class A Shares		1,000.00		1,020.38		4.46		0.89	%

*Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

**Annualized

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Portfolio Holdings

(As a Percentage of Total Investments)

Government Reserves Fund	Prime Obligations Fund
Portfolio Holdings As a Percentage of Total Investments	Portfolio Holdings As a Percentage of Total Investments
Financial Reserves Fund	Tax Free Money Market Fund
Portfolio Holdings As a Percentage of Total Investments	Portfolio Holdings As a Percentage of Total Investments
Ohio Municipal Money Market Fund
Portfolio Holdings As a Percentage of Total Investments

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Board Consideration Disclosure for Retail Money Market Funds

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")

The Board approved the Agreement on behalf of all of the Funds at its regular meeting, which was called for that purpose, on December 3, 2008. The Board also considered information relating to the Agreement at a meeting on October 22, 2008. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated this information and was advised by legal counsel to the Funds and by legal counsel to the Independent Trustees. The Board reviewed numerous factors with respect to each Fund. The Board considered each Fund's investment performance as a significant factor in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

• Services provided under the Agreement;

• Requirements of the Funds for the services provided by the Adviser;

• Quality of the services provided and expected to be provided;

• Fees payable for the services and whether the fee arrangements provided for economies of scale benefits to Fund shareholders as the Funds grow;

• Total expenses of each Fund, net of any distribution or shareholder servicing fees;

• Adviser's commitments to operating the Funds at competitive expense levels;

• Profitability of the Adviser (as reflected by comparing fees earned against the Adviser's costs) with respect to the Adviser's relationship with the Funds;

• Soft-dollar and other service benefits received by the Adviser, including, sources of revenue to affiliates of the Adviser from the Funds through custodian and administration fees;

• Capabilities and financial condition of the Adviser;

• Current economic and industry trends; and

• Historical relationship between each Fund and the Adviser.

The Board reviewed each Fund's current management fee, comprised of the advisory fee plus the administrative fee paid to the Adviser, in the context of the Adviser's profitability of each Fund individually. In addition, the Board compared each Fund's expense ratio, net of any distribution or shareholder servicing fees, and management fee with comparable mutual funds in a peer group compiled by the Adviser. The Board carefully reviewed the factors and methodology used by the Adviser in the selection of each Fund's peer group. When relevant, the Board also reviewed fees that the Adviser charged for managing the assets of similarly-managed institutional accounts. The Trustees also noted that the breakpoints in the advisory fee schedule for each of the Funds other than the Financial Reserves Fund evidenced the Adviser's willingness to share in its economies of scale.

The Board reviewed each Fund's performance against the selected peer group and its Morningstar category averages. The Board recognized that each Fund's performance is provided net of expenses, while the benchmark indices are gross returns.

The Board reviewed various specific factors with respect to each Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered, and it is presumed that each Trustee attributed different weights to various factors.

Government Reserves Fund:

The Board compared the Government Reserves Fund's 0.50% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was higher than the median management fee of 0.47% for the peer group. The Board also compared the Fund's Select Class annual expense ratio, net of any shareholder servicing fee, of 0.57% to the median comparable expense ratio for the peer group and considered the fact that the Fund's ratio also was higher than the peer group median of 0.55%. The Board

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then compared the Fund's Select Class performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group median total returns for the same periods and considered the fact that the Fund underperformed the peer group for each of the periods. The Board noted that the Fund underperformed the appropriate Morningstar category average for each of the four periods reviewed.

The Board specifically addressed the Fund's expenses and performance with the Adviser and considered the fact that, unlike the majority of the funds in the peer group, the Fund is uniquely managed to provide income that is exempt from state taxes, providing a higher after-tax return. The Board noted that the peer group's returns are primarily based on gross yield before taxes, and that the Fund's strategy precluded it from investing in repurchase agreements, which tend to have higher gross yields before taxes.

Having concluded, among other things, that: (1) the Government Reserves Fund's management fee, though higher than the median for the peer group, was acceptable given various factors considered; (2) the Fund's annual expenses, though higher than the median for the peer group, were within the range of expenses attributable to comparable money market funds; and (3) the Fund's investment strategy is targeted to investors who desire income that is exempt from state income taxes, causing the Fund to appear to underperform against its peers (at least on a pre-tax basis); the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

Prime Obligations Fund:

With respect to the Prime Obligations Fund, the Board compared the Fund's 0.44% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was equal to the median gross management fee for the peer group. The Board also compared the Fund's Class A annual expense ratio, net of any shareholder servicing fee, of 0.52% to the median comparable expense ratio for the peer group and considered the fact that the Fund's ratio was lower than the peer group median of 0.56%. The Board then compared the Fund's Class A performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund outperformed or equaled the performance of the peer group in each of the periods except the one-year period. The Board noted that the Fund underperformed the appropriate Morningstar category average for each of the four periods reviewed.

Having concluded, among other things, that: (1) the Prime Obligations Fund's management fee and annual expenses were well within the range of management fees and annual expenses attributable to comparable mutual funds; and (2) the Fund had outperformed or equaled the performance of its peer group in each of three of the four periods reviewed; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

Financial Reserves Fund:

The Board compared the Financial Reserves Fund's 0.60% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was significantly higher than the median gross management fee of 0.46% for the peer group. The Board also compared the Fund's Class A annual expense ratio of 0.67% to the median net expense ratio for the peer group and considered the fact that the Fund's ratio was lower than the peer group median of 0.69%. In noting the absence of breakpoints in the Fund's advisory fee, the Board considered that the Fund had been relatively small for a number of years. It was also noted that the Fund pays no shareholder servicing fees. The Board then compared the Fund's Class A performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund outperformed or equaled the peer gr oup in each of the periods except the one-year period. The Board noted that the Fund underperformed the appropriate Morningstar category average for each of the four periods reviewed.

The Board specifically addressed the Fund's higher management fee with the Adviser. The Board considered various factors presented by the Adviser that related to the appropriateness of continuing the agreement with respect to the Fund notwithstanding the negative results as compared with the peer group.

Having concluded, among other things, that: (1) the Financial Reserves Fund's management fee, though higher than the median for the peer group, was acceptable given various factors considered; (2) the Fund's annual

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The Victory PortfoliosApril 30, 2009

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expenses were well within the range of comparable expenses for comparable mutual funds; and (3) the Fund had outperformed or equaled the performance of its peer group in each of three of the four periods reviewed; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

Tax-Free Money Market Fund:

The Board compared the Tax-Free Money Market Fund's 0.44% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was lower than the median gross management fee of 0.49% for the peer group. The Board also compared the Fund's Class A annual expense ratio, net of any shareholder servicing fee, of 0.52% to the median comparable expense ratio for the peer group and considered the fact that the Fund's ratio was lower than the peer group median of 0.57%. The Board then compared the Fund's Class A performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund underperformed the peer group for each of the periods. The Board noted that the Fund had also underperformed the appropriate Morningstar category average for each of the four periods reviewed.

The Board specifically addressed the Fund's performance with the Adviser. The Board considered various factors presented by the Adviser that related to the appropriateness of continuing the agreement with respect to the Fund. The Board also considered that, unlike many of it peers, the Fund is managed to limit exposure to securities that pay interest subject to the federal alternative minimum tax ("AMT"), potentially resulting in a more favorable relative after-tax yield for investors subject to AMT.

Having concluded, among other things, that: (1) the Tax-Free Money Market Fund's management fee and annual expenses were well within the range of management fee and expenses attributable to comparable mutual funds; and (2) among other factors, the Fund's investment strategy of limiting income that was subject to the AMT detracted from the Fund's performance as compared to the peer group (at least on a pre-tax basis), since the peer group included Funds that could generate unlimited income subject to ATM; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

Ohio Municipal Money Market Fund:

With respect to the Ohio Municipal Money Market Fund, the Board compared the Fund's 0.54% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was higher than the median gross management fee of 0.50% for the peer group. The Board also compared the Fund's Class A annual expense ratio, net of any shareholder servicing fee, of 0.62% to the median comparable expense ratio for the peer group and considered the fact that the Fund's ratio was higher than the peer group median of 0.57%. The Board then compared the Fund's Class A performance for the one-year, three-year, five-year and ten-year periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund underperformed the peer group for each of the periods. The Board noted that the Fund had also underperformed the appropriate Morningstar category average in each of the four periods re viewed.

The Board specifically addressed the Fund's higher management fee, higher expenses and relatively less favorable performance with the Adviser. The Board considered various factors presented by the Adviser that related to the appropriateness of continuing the agreement with respect to the Fund notwithstanding the negative results as compared with the peer group.

Having concluded, among other things, that: (1) the Ohio Municipal Money Market Fund's management fee, though higher than the median management fee of the peer group, was acceptable given various factors considered; (2) the Fund's annual expenses, though higher than the median expense ratio of the peer group, were within the range of expenses of comparable mutual funds and were acceptable given various factors considered; and (3) the Fund's performance was the result of the Adviser managing the Fund to preserve principal; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to this Fund.

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Approval of the Agreement on Behalf of the Funds

Based on its review of the information requested and provided, and following extended discussions concerning the same, the Board determined that the Agreement, on behalf of each of the Funds discussed above, was consistent with the best interests of the Funds and their shareholders, and the Board unanimously approved the Agreement, on behalf of each Fund, for additional annual periods on the basis of the foregoing review and discussions and the following considerations, among others:

• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Funds and the comparability of the fees paid to the fees paid by other investment companies;

• The nature, quality and extent of the investment advisory services provided by the Adviser, in light of the high quality services provided by the Adviser in its management of the Funds and the Funds' historic performance, including the success of the Funds in achieving stated investment objectives;

• The Adviser's long-standing philosophy of managing the Funds with a focus on principal protection as opposed to higher yields relative to peers, a philosophy noted as being especially relevant in the current market environment and in light of publicized credit quality issues experienced by money market funds across the industry;

• The Adviser's entrepreneurial commitment to the management of the Funds and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Funds;

• The Adviser's statements regarding its and its affiliates' commitment to providing additional resources to support the Funds through the current market turmoil, as evidenced, among other things, by the continuing payments under a special letter of credit voluntarily extended by the Adviser's parent company to the benefit of the Prime Money Market Fund and the Financial Reserves Fund;

• The Adviser's representations regarding its staffing and capabilities to manage the Funds, including the retention of personnel with relevant portfolio management experience;

• The Adviser's efforts to enhance investment results by, among other things, developing qualified portfolio management teams, committing substantial resources, and implementing a risk management program aimed at measuring, managing and monitoring portfolio risk, and to reduce expenses across the complex; and

• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

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The Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our web site at:	Call Victory at:
www.VictoryConnect.com	800-539-FUND (800-539-3863)

VF-MMMF-SEMI (4/09)

April 30, 2009

Semi Annual Report

Diversified Stock Fund

VictoryConnect.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

The Victory Portfolios

Table of Contents

Shareholder Letter	3
Financial Statements
Schedule of Portfolio Investments	5
Statement of Assets and Liabilities	8
Statement of Operations	9
Statements of Changes in Net Assets	10
Financial Highlights	12
Notes to Financial Statements	16
Supplemental Information
Trustee and Officer Information	25
Proxy Voting and Form N-Q Information	28
Expense Examples	28
Portfolio Holdings	29
Advisory Contract Renewal	30

The Fund is distributed by Victory Capital Advisers Inc., which is affiliated with KeyCorp and its subsidiaries. Victory Capital Management Inc., a member of the Key financial network, is the investment adviser to the Fund and receives a fee from the Fund for performing services for the Fund.

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

The information in this semi-annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Furthermore, Victory Capital Management Inc. and its affiliates, as agents for their clients, and any of its officers or employees may have a beneficial interest or position in any of the securities mentioned, which may be contrary to any opinion or projection expressed in this report. Past investment performance of markets or securities mention herein should not be considered to be indicative of future results.

NOT FDIC INSURED

Shares of the Victory Funds are not insured by the FDIC,
are not deposits or other obligations of, or guaranteed by, KeyCorp, Victory Capital Management Inc., or their affiliates, and are subject to investment risks, including possible loss of the principal amount invested.

Call Victory at:

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

Visit our web site at:

www.VictoryConnect.com

1

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2

Letter to Our Shareholders

"Nowhere to hide" was the theme for 2008. The S&P 500 suffered its worst calendar year since 1931. Volatility reached extreme levels not seen in decades. Despite aggressive monetary and fiscal stimulus, which prompted a number of short-term trading rallies, the overriding path was downward.

In the first quarter of 2009, the market continued its overall decline, but rallied sharply towards the end of the quarter to finish in strong fashion. While the economic backdrop remains challenging, indicators are becoming "less bad" and further government/Federal Reserve intervention has provided a lift to the equity market from oversold levels.

The Federal Reserve, in tandem with the U.S. Government, is using all of its tools in an attempt to stabilize financial markets. While specific details are still being determined, recent announcements of the Term Asset-backed Loan Facility (TALF) and the Public Private Investment Plan (PPIP) programs are gaining more support than previous endeavors. Encouragingly, these efforts are taking place simultaneously in different forms on a global scale. This globally coordinated effort to stabilize financial markets and stimulate economic activity could provide support and eventually work as a catalyst for future growth.

While there are still major headwinds, the market is coming off of its worst period in decades, and as a leading indicator of future activity, has priced-in much of the bad news with several technical indicators also pointing towards a recovery. We at Victory remain constructive on the longer term outlook, albeit cognizant of the short-term risks, and continue to hold to our three-tiered strategic plan for investment management:

1.  Consistent Performance and Investment Quality
Dedicated strategy teams maintain complete investment autonomy and consistently apply transparent, repeatable processes. Reliance on fundamental research ensures high-conviction portfolios, and state-of-the-art risk management tools are employed to ensure ongoing risk monitoring. Finally, value-added trading provides effective execution of investment decisions.

2.  Client Service Excellence
Our approach is simple: communication is complete, honest, and straightforward — our goal is no surprises.

3.  Empowerment, Ownership, and Accountability
Victory has an organizational structure that fosters an environment in which investment professionals thrive, and our compensation plan is built to attract and retain industry-leading talent. Our senior management team is committed to delivering high quality investment products and services.

3

We appreciate your confidence in the Victory Funds. We continue to closely monitor the possibility of increased regulatory reform wrought by these tumultuous times, and will strive to embrace the programs and adopt the procedures necessary to safeguard our shareholders. If you have questions or would like further information, please feel free to contact us at 1-800-539-3863, or via our Website at www.VictoryConnect.com.

Michael Policarpo

President
The Victory Portfolios

4

The Victory Portfolios  Schedule of Portfolio InvestmentsDiversified Stock FundApril 30, 2009

(Amounts in Thousands, Except Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (4.2%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	144,766	$	144,766
Total Commercial Paper (Amortized Cost $144,766)				144,766
Common Stocks (94.9%)
Aerospace/Defense (0.3%):
Boeing Co. (b)		270,823		10,846
Banks (3.1%):
Northern Trust Corp.		957,000		52,022
PNC Financial Services Group, Inc. (b)		574,000		22,788
U.S. Bancorp (b)		1,762,000		32,104
				106,914
Beverages (2.1%):
PepsiCo, Inc.		1,433,239		71,318
Biotechnology (1.6%):
Amgen, Inc. (b)(c)		1,150,500		55,765
Brokerage Services (3.3%):
Charles Schwab Corp. (b)		6,105,870		112,836
Computers & Peripherals (3.3%):
Dell, Inc. (c)		2,380,000		27,656
EMC Corp. (b)(c)		6,815,500		85,398
				113,054
Consumer Products (1.4%):
Colgate-Palmolive Co.		805,000		47,495
Cosmetics & Toiletries (1.7%):
Estee Lauder Cos., Class A (b)		611,898		18,296
Procter & Gamble Co.		809,660		40,029
				58,325
Electronics (2.4%):
General Electric Co.		6,596,938		83,451
Financial Services (0.4%):
Goldman Sachs Group, Inc.		114,000		14,649
Food Processing & Packaging (0.6%):
H.J. Heinz Co.		567,000		19,516
Health Care (2.2%):
Alcon, Inc.		808,971		74,433
Home Builders (1.1%):
Toll Brothers, Inc. (b) (c)		1,920,804		38,916
Insurance (0.5%):
Prudential Financial, Inc. (b)		571,321		16,500
Internet Business Services (1.5%):
Juniper Networks, Inc. (b)(c)		2,445,000		52,934

See notes to financial statements.

5

The Victory Portfolios  Schedule of Portfolio Investments — continuedDiversified Stock FundApril 30, 2009

(Amounts in Thousands, Except Shares)  (Unaudited)

Security Description	Shares		Value
Internet Service Provider (1.2%):
Yahoo!, Inc. (c)		2,859,266	$	40,859
Investment Companies (1.6%):
Invesco Ltd.		3,658,228		53,849
Manufacturing — Diversified (2.6%):
Illinois Tool Works, Inc.		795,000		26,076
Tyco International Ltd.		2,603,980		61,871
				87,947
Media (1.1%):
News Corp., Class A		4,453,663		36,787
Medical Supplies (1.1%):
Intuitive Surgical, Inc. (b)(c)		250,000		35,933
Mining (3.0%):
Barrick Gold Corp. (b)		2,171,556		63,192
Newmont Mining Corp. (b)		994,900		40,035
				103,227
Oil & Gas Exploration — Production & Services (1.8%):
Anadarko Petroleum Corp.		1,460,699		62,898
Oil Companies — Integrated (1.6%):
Hess Corp.		987,893		54,127
Oilfield Services & Equipment (7.2%):
Halliburton Co.		5,382,047		108,825
Schlumberger Ltd.		2,826,107		138,451
				247,276
Paint, Varnishes & Enamels (0.9%):
The Sherwin-Williams Co.		550,000		31,152
Pharmaceuticals (6.4%):
Johnson & Johnson		1,607,400		84,163
Merck & Co., Inc. (b)		2,980,700		72,252
Pfizer, Inc. (b)		2,820,000		37,675
Teva Pharmaceutical Industries Ltd., Sponsored ADR (b)		604,000		26,510
				220,600
Restaurants (2.2%):
McDonald's Corp.		1,400,168		74,615
Retail (3.3%):
Target Corp. (b)		2,697,000		111,278
Retail — Discount (3.9%):
Wal-Mart Stores, Inc. (b)		2,619,000		131,998
Retail — Drug Stores (3.3%):
CVS Caremark Corp.		3,550,975		112,850
Retail — Specialty Stores (5.0%):
Bed Bath & Beyond, Inc. (c)		616,647		18,758
Lowe's Cos., Inc.		7,108,376		152,830
				171,588

See notes to financial statements.

6

The Victory Portfolios  Schedule of Portfolio Investments — continuedDiversified Stock FundApril 30, 2009

(Amounts in Thousands, Except Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Semiconductors (6.9%):
Intel Corp.		6,758,370	$	106,647
Lam Research Corp. (c)		1,501,000		41,848
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR (b)		8,347,511		88,233
				236,728
Software & Computer Services (7.4%):
Adobe Systems, Inc. (b) (c)		2,430,014		66,461
Microsoft Corp.		4,707,700		95,378
Oracle Corp.		4,664,000		90,202
				252,041
Steel (2.3%):
Nucor Corp.		1,957,478		79,650
Transportation Services (3.3%):
United Parcel Service, Inc., Class B (b)		2,153,331		112,705
Utilities — Electric (1.4%):
Exelon Corp.		1,025,102		47,288
Utilities — Telecommunications (1.9%):
AT&T, Inc.		2,525,000		64,691
Total Common Stocks (Cost $3,283,530)				3,247,039
Short-Term Securities Held as Collateral for Securities Lending (12.0%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)	$	410,859		410,014
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $410,859)				410,014
Total Investments (Cost $3,839,155) — 111.1%				3,801,819
Liabilities in excess of other assets — (11.1)%				(381,210	)
NET ASSETS — 100.0%			$	3,420,609

(a)  Rate represents the effective yield at purchase.

(b)  A portion or all of the security was held on loan.

(c)  Non-income producing security.

ADR — American Depositary Receipt

See notes to financial statements.

7

Statement of Assets and Liabilities
The Victory Portfolios   April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Diversified Stock Fund
ASSETS:
Investments, at value (Cost $3,839,155) (a)	$	3,801,819
Cash		50
Interest and dividends receivable		4,119
Receivable for capital shares issued		4,521
Receivable for investments sold		54,971
Prepaid expenses		163
Total Assets		3,865,643
LIABILITIES:
Payable for investments purchased		28,535
Payable for capital shares redeemed		2,103
Payable for return of collateral received		410,859
Accrued expenses and other payables:
Investment advisory fees		1,621
Administration fees		252
Custodian fees		32
Transfer agent fees		399
Trustee fees		6
Shareholder servicing fees		578
12b-1 fees		145
Other accrued expenses		504
Total Liabilities		445,034
NET ASSETS:
Capital		4,807,926
Undistributed net investment income		586
Accumulated net realized losses from investments		(1,350,567	)
Net unrealized depreciation on investments		(37,336	)
Net Assets	$	3,420,609
Net Assets
Class A Shares	$	2,908,450
Class C Shares		111,455
Class R Shares		141,865
Class I Shares		258,839
Total	$	3,420,609
Shares (unlimited number of shares authorized with a par value of $0.001 per share):
Class A Shares		258,810
Class C Shares		10,146
Class R Shares		12,742
Class I Shares		23,047
Total		304,745
Net asset value, offering (except Class A Shares) and redemption price per share:
Class A Shares	$	11.24
Class C Shares (b)	$	10.98
Class R Shares	$	11.13
Class I Shares	$	11.23
Maximum Sales Charge — Class A Shares		5.75	%
Maximum Offering Price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share: Class A Shares	$	11.93

(a)  Includes securities on loan of $396,224.

(b)  Redemption price per share varies by the length of time shares are held.

See notes to financial statements.

8

  Statement of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Diversified Stock Fund
Investment Income:
Interest income	$	215
Dividend income		34,866
Total Income		35,081
Expenses:
Investment advisory fees		9,186
Administration fees		1,465
Shareholder servicing fees — Class A Shares		3,244
12b-1 fees — Class C Shares		539
12b-1 fees — Class R Shares		323
Custodian fees		194
Transfer agent fees		277
Transfer agent fees — Class A Shares		778
Transfer agent fees — Class C Shares		63
Transfer agent fees — Class R Shares		56
Transfer agent fees — Class I Shares		8
Trustees' fees		154
Legal and audit fees		200
Other expenses		540
Total Expenses		17,027
Net Investment Income		18,054
Realized/Unrealized Gains (Losses) from Investment Transactions
Net realized losses from investment transactions		(999,694	)
Net change in unrealized appreciation/depreciation on investments		733,225
Net realized/unrealized losses from investments		(266,469	)
Change in net assets resulting from operations	$	(248,415	)

See notes to financial statements.

9

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Diversified Stock Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	18,054		$	35,676
Net realized loss from investment transactions		(999,694	)		(339,147	)
Net realized gains from redemptions in-kind		—			1,804
Net change in unrealized appreciation/depreciation on investments		733,225			(1,366,024	)
Change in net assets resulting from operations		(248,415	)		(1,667,691	)
Distributions to shareholders:
From net investment income:
Class A Shares		(15,372	)		(31,339	)
Class C Shares		(176	)		(301	)
Class R Shares		(596	)		(1,145	)
Class I Shares		(1,690	)		(2,175	)
From net realized gains:
Class A Shares		—			(379,022	)
Class C Shares		—			(20,477	)
Class R Shares		—			(22,131	)
Class I Shares		—			(11,580	)
Change in net assets resulting from distributions to shareholders		(17,834	)		(468,170	)
Change in net assets from capital transactions		309,270			1,048,533
Change in net assets		43,021			(1,087,328	)
Net Assets:
Beginning of period		3,377,588			4,464,916
End of period	$	3,420,609		$	3,377,588
Undistributed net investment income	$	586		$	366

See notes to financial statements.

10

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Diversified Stock Fund
	Six Months Ended			Year Ended
	April 30, 2009			October 31, 2008
	(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	776,996		$	1,590,760
Dividends reinvested		11,730			321,942
Cost of shares redeemed		(537,221	)		(1,094,779	)
Total Class A Shares	$	251,505		$	817,923
Class C Shares
Proceeds from shares issued	$	12,531		$	40,260
Dividends reinvested		101			11,239
Cost of shares redeemed		(18,868	)		(38,915	)
Total Class C Shares	$	(6,236	)	$	12,584
Class R Shares
Proceeds from shares issued	$	34,375		$	49,724
Dividends reinvested		530			21,243
Cost of shares redeemed		(23,457	)		(55,390	)
Total Class R Shares	$	11,448		$	15,577
Class I Shares
Proceeds from shares issued	$	78,719		$	259,734
Dividends reinvested		1,391			13,465
Cost of shares redeemed		(27,557	)		(70,750	)
Total Class I Shares	$	52,553		$	202,449
Change in net assets from capital transactions	$	309,270		$	1,048,533
Share Transactions:
Class A Shares
Issued		73,187			98,725
Reinvested		1,117			18,130
Redeemed		(52,311	)		(69,042	)
Total Class A Shares		21,993			47,813
Class C Shares
Issued		1,192			2,479
Reinvested		10			644
Redeemed		(1,874	)		(2,536	)
Total Class C Shares		(672	)		587
Class R Shares
Issued		3,278			3,088
Reinvested		51			1,205
Redeemed		(2,277	)		(3,689	)
Total Class R Shares		1,052			604
Class I Shares
Issued		7,553			15,825
Reinvested		133			766
Redeemed		(2,627	)		(4,430	)
Total Class I Shares		5,059			12,161
Change in Shares		27,432			61,165

See notes to financial statements.

11

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Diversified Stock Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	12.20		$	20.68		$	18.52		$	16.68		$	15.36		$	13.74
Investment Activities:
Net investment income		0.06			0.14			0.14			0.07			0.13			0.09	(a)
Net realized and unrealized gains (losses) on investments		(0.96	)		(6.48	)		3.32			2.59			1.32			1.62
Total from Investment Activities		(0.90	)		(6.34	)		3.46			2.66			1.45			1.71
Distributions:
Net investment income		(0.06	)		(0.14	)		(0.15	)		(0.08	)		(0.13	)		(0.09	)
Net realized gains from investments		—			(2.00	)		(1.15	)		(0.74	)		—			—
Total Distributions		(0.06	)		(2.14	)		(1.30	)		(0.82	)		(0.13	)		(0.09	)
Net Asset Value, End of Period	$	11.24		$	12.20		$	20.68		$	18.52		$	16.68		$	15.36
Total Return (excludes sales charge) (b)		(7.32	)%		(33.82	)%		19.74	%(c)		16.52	%		9.47	%		12.46	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	2,908,450		$	2,888,131		$	3,909,527		$	3,385,643		$	2,643,900		$	1,834,238
Ratio of expenses to average net assets (d)		1.10	%		1.04	%		1.04	%		1.07	%		1.13	%		1.10	%
Ratio of net investment income to average net assets (d)		1.20	%		0.89	%		0.73	%		0.39	%		0.74	%		0.59	%
Ratio of expenses to average net assets (d) (e)		1.10	%		1.04	%		1.04	%		1.07	%		1.16	%		1.11	%
Ratio of net investment income to average net assets (d) (e)		1.20	%		0.89	%		0.73	%		0.39	%		0.71	%		0.58	%
Portfolio turnover (f)		61	%		118	%		102	%		103	%		93	%		86	%

(a)  Calculated using average shares for the period.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

12

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Diversified Stock Fund
	Class C Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	11.92		$	20.28		$	18.22		$	16.49		$	15.24		$	13.66
Investment Activities:
Net investment income (loss)		0.03			0.02			(0.01	)		(0.08	)		0.01			(0.01	)(a)
Net realized and unrealized gains (losses) on investments		(0.95	)		(6.35	)		3.26			2.55			1.31			1.62
Total from Investment Activities		(0.92	)		(6.33	)		3.25			2.47			1.32			1.61
Distributions:
Net investment income		(0.02	)		(0.03	)		(0.04	)		—			(0.07	)		(0.03	)
Net realized gains from investments		—			(2.00	)		(1.15	)		(0.74	)		—			—
Total Distributions		(0.02	)		(2.03	)		(1.19	)		(0.74	)		(0.07	)		(0.03	)
Net Asset Value, End of Period	$	10.98		$	11.92		$	20.28		$	18.22		$	16.49		$	15.24
Total Return (excludes contingent deferred sales charge) (b)		(7.73	)%		(34.38	)%		18.81	%(c)		15.51	%		8.66	%		11.77	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	111,455		$	128,934		$	207,513		$	188,157		$	143,141		$	74,036
Ratio of expenses to average net assets (d)		1.92	%		1.84	%		1.83	%		1.92	%		1.90	%		1.75	%
Ratio of net investment income (loss) to average net assets (d)		0.40	%		0.09	%		(0.07	)%		(0.47	)%		(0.10	)%		(0.09	)%
Ratio of expenses to average net assets (d) (e)		1.92	%		1.84	%		1.83	%		1.93	%		2.01	%		1.93	%
Ratio of net investment income (loss) to average net assets (d) (e)		0.40	%		0.09	%		(0.07	)%		(0.48	)%		(0.21	)%		(0.27	)%
Portfolio turnover (f)		61	%		118	%		102	%		103	%		93	%		86	%

(a)  Calculated using average shares for the period.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

13

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Diversified Stock Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	12.08		$	20.51		$	18.38		$	16.55		$	15.24		$	13.64
Investment Activities:
Net investment income		0.05			0.09			0.09			0.01			0.08			0.03
Net realized and unrealized gains (losses) on investments		(0.95	)		(6.43	)		3.29			2.58			1.31			1.60
Total from Investment Activities		(0.90	)		(6.34	)		3.38			2.59			1.39			1.63
Distributions:
Net investment income		(0.05	)		(0.09	)		(0.10	)		(0.02	)		(0.08	)		(0.03	)
Net realized gains from investments		—			(2.00	)		(1.15	)		(0.74	)		—			—
Total Distributions		(0.05	)		(2.09	)		(1.25	)		(0.76	)		(0.08	)		(0.03	)
Net Asset Value, End of Period	$	11.13		$	12.08		$	20.51		$	18.38		$	16.55		$	15.24
Total Return (a)		(7.45	)%		(34.05	)%		19.42	%(b)		16.25	%		9.10	%		11.95	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	141,865		$	141,263		$	227,392		$	220,783		$	215,975		$	229,361
Ratio of expenses to average net assets (c)		1.39	%		1.33	%		1.30	%		1.36	%		1.48	%		1.52	%
Ratio of net investment income to average net assets (c)		0.89	%		0.60	%		0.46	%		0.11	%		0.49	%		0.19	%
Ratio of expenses to average net assets (c) (d)		1.39	%		1.33	%		1.30	%		1.36	%		1.51	%		1.52	%
Ratio of net investment income to average net assets (c) (d)		0.89	%		0.60	%		0.46	%		0.11	%		0.46	%		0.19	%
Portfolio turnover (e)		61	%		118	%		102	%		103	%		93	%		86	%

(a)  Not annualized for periods less than a year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

14

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Diversified Stock Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	12.19		$	20.68		$	19.37
Investment Activities:
Net investment income		0.08			0.19			0.03
Net realized and unrealized gains (losses) on investments		(0.96	)		(6.49	)		1.35
Total from investment activities		(0.88	)		(6.30	)		1.38
Distributions:
Net investment income		(0.08	)		(0.19	)		(0.07	)
Net realized gains from investments		—			(2.00	)		—
Total Distributions		(0.08	)		(2.19	)		(0.07	)
Net Asset Value, End of Period	$	11.23		$	12.19		$	20.68
Total Return (b)		(7.18	)%		(33.69	)%		7.16	%
Ratios/Supplemental Data:
Net assets at end of period (000)	$	258,839		$	219,260		$	120,484
Ratio of expenses to average net assets (c)		0.78	%		0.75	%		0.75	%
Ratio of net investment income to average net assets (c)		1.48	%		1.24	%		1.07	%
Portfolio turnover (d)		61	%		118	%		102	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

15

Notes to Financial Statements

The Victory Portfolios  April 30, 2009

(Unaudited)

1.  Organization:

The Victory Portfolios (the "Trust") was organized on December 6, 1995 as a Delaware statutory trust (formerly a Delaware business trust) as a successor to a company of the same name organized as a Massachusetts business trust on February 5, 1986. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end investment company. The Trust is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001. As of April 30, 2009, the Trust offered shares of 22 funds. The accompanying financial statements are those of the Diversified Stock Fund (the "Fund").

The Fund is authorized to issue four classes of shares: Class A Shares, Class C Shares, Class R Shares and Class I Shares. Each class of shares has substantially identical rights and privileges except with respect to sales charges, fees paid under shareholder servicing or 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.

The Fund seeks to provide long-term growth of capital.

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 Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.

2.  Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of 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.

Securities Valuation:

Portfolio securities listed or traded on domestic securities exchanges, including American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded or at the Nasdaq Official Closing Price. If there are no sales for that day on the exchange or system, a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less are valued at amortized cost, which approximates market value. Futures contracts are valued at settlement price established each day by the board of trade or an exchange on which they are traded. Options traded on an exchange are valued using that last sale price or, in the absence of a sale, the mean of the latest bid and ask prices. Investments in other open-end investment companies are valued at net asset value. Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value as determined in good faith by the Pricing Committee under the direction of the Board.

Effective November 1, 2008, the Fund began applying the standard established under Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157"). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. One key component of the implementation of SFAS 157 includes the development of a three-tier fair value hierarchy. The basis of the tiers is dependant upon the various "inputs" used to determine the

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value of the Fund's investments. These inputs are summarized in the three broad levels listed below:

• Level 1 — quoted prices in active markets for identical securities.

• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates, applicable to those securities, etc.).

• Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The following is a summary of the inputs used to value the Fund's investments as of April 30, 2009 (amounts in thousands):

Fund Name	LEVEL 1 — Quoted Prices		LEVEL 2 — Other Significant Observable Inputs		LEVEL 3 — Significant Unobservable Inputs		Total
Diversified Stock Fund	$	3,247,039	$	549,991	$	4,788	$	3,801,818

Reconciliation of Level 3 items.

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

Diversified Stock Fund	Investments In Securities
Balance as of 10/31/08	$	23,809
Realized Gain (Loss)		—
Change in unrealized appreciation/depreciation(a)		(845	)
Net purchases (sales)		(18,176	)
Transfers in and/or out of Level 3		—
Balance as of 4/30/09	$	4,788

(a)  The change in unrealized appreciation/depreciation is attributable to investments held at April 30, 2009.

Securities Transactions and Related Income:

Changes in holdings of portfolio securities are accounted for no later than one business day following the trade date. For financial reporting purposes, however, portfolio security transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on the accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

Repurchase Agreements:

The Fund may acquire securities subject to repurchase agreements from financial institutions such as banks and broker-dealers, which the Fund's investment adviser deems creditworthy under guidelines approved by the Board. Under a repurchase agreement, the seller agrees to repurchase such securities at a mutually agreed-upon date and price. The repurchase price generally equals the price paid by the Fund plus interest negotiated on the basis of current short term rates, which may be more or less than the rate on the underlying securities. The repurchase agreements are collateralized by various corporate, U.S. Government and government-backed securities, with a value of not less than the repurchase price (including interest). If the counter-party defaults, and the fair value of the collateral declines, realization of the collateral by the Fund may be delayed or

17

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limited and/or result in additional costs. Securities subject to repurchase agreements are held by the Fund's custodian or another qualified custodian or in the Federal Reserve/Treasury book-entry system.

Futures Contracts:

The Fund 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. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would re quire it to purchase securities or currencies. A good faith margin deposit of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments made or received by the Fund based on the change in the market value of the position are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. As of April 30, 2009, the Fund did not hold any futures contracts.

Securities Purchased on a When-Issued Basis:

The Fund may purchase securities on a "when-issued" basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and marketable securities at least equal in value to commitments for when-issued securities. These values are included in amounts payable for investments purchased on the accompanying statements of assets and li abilities. As of April 30, 2009, the Fund had no outstanding "when-issued" purchase commitments.

Securities Lending:

The Fund may, from time to time, lend securities from its portfolio to broker-dealers, banks, financial institutions and other institutional borrowers approved by the Board. The Fund will limit its securities lending activity to 33 1/3% of its total assets. KeyBank National Association ("KeyBank"), the Fund's custodian and an affiliate of Victory Capital Management Inc., the Fund's investment adviser ("VCM" or the "Adviser"), serves as the lending agent for the Trust pursuant to a Securities Lending Agency Agreement (the "Lending Agreement"), for which it receives a fee. KeyBank's fee is computed monthly in arrears and is 25% of the sum of all interest, dividends and other distributions earned from the investment of collateral in investments, as approved by the Board, net of rebates paid by KeyBank to borrowers and net of brokerage commissions, if any, incurred in making or liquidating the investments. For the six months ended April 30, 2009 KeyBank received $25 (amount in thousands) in total from the Trust, The Victory Variable Insurance Funds and The

18

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Victory Institutional Funds (collectively the "Victory Trusts") for its services as lending agent. Under guidelines established by the Board, the Fund must maintain loan collateral (with KeyBank) at all times in an amount equal to at least 100% of the current market value of the loaned securities in the form of cash or U.S. Government obligations, to secure the return of the loaned securities.

Initial value of loan collateral shall be no less than 102% of the market value of the loaned securities plus the accrued interest on debt securities. KeyBank, at the direction of the Adviser, consistent with the Trust's securities lending guidelines, may invest the collateral in short-term debt instruments that the Adviser has determined present minimal credit risks. There is a risk of delay in receiving collateral or in receiving the securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially.

By lending its securities, the Fund can increase its income by continuing to receive interest or dividends on the loaned securities as well as investing the cash collateral in short-term U.S. Government securities, repurchase agreements, or other short-term securities. The cash collateral, or short-term investments purchased with such collateral, is recorded as an asset of the Fund, offset by a corresponding liability to return all collateral as cash at the termination of the securities loan(s). Fixed income securities received as collateral are not recorded as an asset or liability of the Trust because the Fund does not have effective control of such securities. Loans are subject to termination by the Trust or the borrower at any time.

The Fund loaned securities and received cash collateral with the following values as of April 30, 2009 (amounts in thousands):

	Value of Loaned Securities		Value of Collateral		Average Loan Outstanding During the Period		Income Received by KeyBank from Securities Lending
Diversified Stock Fund	$	396,224	$	410,013	$	203,929	$	5

The cash collateral received by the Funds in the Victory Trusts on April 30, 2009 was pooled together and invested in the following (amounts in thousands):

	Value of Collateral
Money Market Funds
AIM Treasury Portfolio, 0.30% (a)	$	61,364
Dreyfus Government Cash Management Fund, 0.24% (a)		50,000
DWS Government Cash, 0.27% (a)		80,000
Goldman Sachs Financial Square Government Fund, 0.39% (a)		80,000
JP Morgan US Government Money Market Fund, 0.37% (a)		80,000
Merrill Lynch Government Fund, 0.27% (a)		100,000
Reserve Primary Fund, 0.00% (a)		9,469
Repurchase Agreements
Bank of America, 0.31%, 5/1/09 (Date of Agreement, 4/30/09, Proceeds at maturity $50,000 collateralized by various corporate securities, 0.00%-1.33%, 3/23/10-7/26/10, market value $51,500)		50,000
Morgan Stanley, 0.45%, 5/1/09 (Date of Agreement, 4/30/09, Proceeds at maturity $150,002 collateralized by various corporate and government securities, 0.00%-17.00%, 5/1/09-6/19/99, market value $153,297)		150,000

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	Value of Collateral
Deutsche Bank, 0.30%, 5/1/09 (Date of Agreement, 4/30/09, Proceeds at maturity $150,001 collateralized by various corporate securities, 0.00%-7.70%, 9/15/16-12/10/49, market value $154,500)	$	150,000
Total Market Value	$	810,833

(a)  Rate disclosed is the one day yield as of 4/30/09.

Dividends to Shareholders:

Dividends from net investment income are declared and paid quarterly for the Fund. Distributable net realized capital gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and of distributions from net realized gains are determined in accordance with federal income tax regulations which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (i.e. reclass of market discounts and gain/loss) such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences 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 Fund may be reclassified as an o ffset to capital in the accompanying statement of assets and liabilities.

Federal Income Taxes:

It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.

The Fund complies with Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax return to determine whether it is more-likely-than-not (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liabili ty for taxes payable (or a reduction of a tax refund receivable), including the recognition of any related interest and penalties as an operating expense. Implementation of FIN 48 includes a review of tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (e.g., the last 4 tax year ends and the interim tax period since then). FIN 48 did not impact the Fund's net assets or result of operations. Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

Withholding taxes on interest, dividends and capital gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.

In-Kind Redemptions:

In certain circumstances, the Fund may distribute portfolio securities rather than cash as payment for redemption of Fund shares (in-kind redemption). For financial reporting purposes, the Fund recognizes a gain on the in-kind redemptions to the extent the value of the distributed securities on

20

Notes to Financial Statements — continued

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(Unaudited)

the date of redemption exceeds the cost of those securities; the Fund recognizes a loss if cost exceeds value. Gains and losses realized on the in-kind redemptions are not recognized for tax purposes, and are reclassified from undistributed realized gain (losses) to paid-in capital. During the fiscal year ended October 31, 2008, the Fund realized $1,804 of net gain on $10,954 of in-kind redemptions (amounts in thousands).

Other:

Expenses that are directly related to the Fund are charged directly to the Fund. Other operating expenses of the Trust are prorated to each fund in the Trust on the basis of relative net assets or other appropriate basis. Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as transfer agent fees, state registration fees, shareholder servicing, printing and 12b-1 fees.

New Accounting Standards:

In March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities"("SFAS 161"). SFAS 161 requires enhanced disclosures about the Fund's derivative and hedging activities, including how such activities are accounted for and their effect on the Fund's financial position, performance and cash flows. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statements and related disclosures.

In April 2009, FASB issued FASB Staff Position No. 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently evaluating the impact the adoption of FSP 157-4 will have on the Funds financial statement disclosures.

3.  Purchases and Sales of Securities:

Purchases and sales of securities (excluding short-term securities) for the six months ended April 30, 2009, were as follows (amounts in thousands):

Purchases (excluding U.S. Government Securities		Sales (excluding U.S. Government Securities		Purchases Of U.S. Government Securities		Sales Of U.S. Government Securities
$	1,967,250	$	1,778,100	$	—	$	—

4.  Investment Advisory, Administration, and Distribution Agreements:

Investment advisory services are provided to the Fund by VCM, a wholly owned subsidiary of KeyBank. Under the terms of the Investment Advisory Agreement, the investment advisory fees of the Fund are computed at the annual rate of 0.65% of the Fund's average daily net assets up to $800 million, 0.60% of the Fund's average daily net assets between $800 million and $2.4 billion and 0.55% of the Fund's average daily net assets greater than $2.4 billion. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.

KeyBank, serving as custodian for all Funds in the Trust (excluding International Fund and International Select Fund), receives custodian fees computed at the annual rate of 0.013% of the first $10 billion of the Victory Trusts' average daily net assets, 0.0113% of the Victory Trusts' average daily net assets between $10 billion and $12.5 billion and 0.0025% of the Victory Trusts' average daily net assets greater than $12.5 billion. Average daily net assets for this computation does not include International Fund and International Select Fund. The Trust reimburses KeyBank for all of its reasonable out-of-pocket expenses incurred in providing custody services.

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VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement, the Trust and The Victory Variable Insurance Funds (collectively the "Trusts") pay VCM a fee at the annual rate of 0.108% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.078% of the aggregate net assets of the Trusts between $8 billion and $10 billion; plus 0.075% of the aggregate net assets of the Trusts between $10 billion and $12 billion; plus 0.065% of the aggregate net assets of the Trusts greater than $12 billion, for providing certain administrative and fund accounting services to the Trusts' series.

Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund and receives a fee under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust also reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.

Citi also serves as the Fund's Transfer Agent. Under the terms of the Transfer Agent Agreement, Citi receives a fee that is calculated daily at the annual rate of 0.02% of the first $8 billion of the aggregate net assets of the Trusts; plus 0.015% of the aggregate net assets of the Trusts between $8 billion and $16 billion; plus 0.01% of the aggregate net assets of the Trusts between $16 billion and $20 billion; plus 0.005% of the aggregate net assets of the Trusts greater than $20 billion. In addition, Citi is entitled to reimbursement of out-of-pocket expenses incurred in providing transfer agent services.

Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.

Pursuant to the Trust's 12b-1 Plan, the Distributor may receive a monthly distribution and service fee, at an annual rate of 0.50% of the average daily net assets of Class R Shares of the Fund and 1.00% of the average daily net assets of Class C Shares of the Fund. 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 R and Class C Shares of the Fund. For six months ended April 30, 2009, affiliates of the Adviser or the Fund earned $62 (amount in the thousands).

The Distributor or financial institutions (directly or through the Distributor), pursuant to a Shareholder Servicing Plan, may receive from Class A Shares of the Fund a fee of up to 0.25% of the average daily net assets of the Class A Shares of the Fund for providing support services to shareholders of the Fund, which may include establishing and maintaining accounts and records, processing dividend and distribution payments, providing account information, assisting in processing purchase, exchange and redemption requests, and assisting shareholders in changing dividend options, account designations and addresses. Financial institutions may include affiliates of the Adviser. For the six months ended April 30, 2009, affiliates of the Adviser or the Fund earned $320 (amount in thousands).

In addition, the Distributor and the Transfer Agent are entitled to receive commissions on sales of the Class A Shares and redemptions of Class C Shares, respectively, of the Fund. For the six months ended April 30, 2009, the Distributor received approximately $21 from commissions earned on sales of Class A Shares and the Transfer Agent received $16 from redemptions of Class C Shares of the Fund. A portion of the commissions earned on Class A Shares were reallowed to dealers who sold the Fund's shares, including approximately $3 to affiliates of the Fund (amounts in thousands).

The Trust has also adopted a "defensive" Rule 12b-1 Plan on behalf of the Class A Shares of the Fund. The Plan allows the Adviser, the Administrator and the Distributor to incur certain expenses that might be considered to constitute indirect payment by the Fund of distribution expenses. No separate payments are authorized to be made by the Fund pursuant to this Plan. To the extent that any payments made by the Fund's Administrator, Distributor, Adviser or any sub-adviser, directly or through an affiliate (in each case, from its own resources), should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to be authorized by this Plan.

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(Unaudited)

The Adviser has entered into an expense limitation agreement with the Fund. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for the Fund, such excess amounts will be the liability of the Adviser. For the six months ended April 30, 2009, the expense limits were as follows:

	Diversified Stock Fund
Class C Shares		2.00	%*

* In effect until at least February 28, 2014.

The Adviser, Citi or other service providers may waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.

On December 1, 2006, VCM paid the Funds comprising The Victory Portfolios approximately $9.8 million. This amount was allocated to each Fund according to its relative net assets as of November 30, 2006. This payment was made pursuant to an agreement reached among the Funds, BISYS Fund Services, Inc., ("BISYS") (BISYS was acquired by Citi on August 1, 2007) and VCM, the sub-administrator and investment adviser, respectively, relating to certain expenditures that, among other things, supported distribution of Fund shares. The Funds believe that the nature of these expenditures required additional disclosure to the Board at the time incurred. Under terms of the agreement, Citi and VCM will pay an aggregate of approximately $13.3 million (inclusive of the amounts already paid on December 1, 2006). The payment from Citi will be made on a date and pursuant to a distribution plan to be approved by the Securities and Exchange Commission (the "SEC") in accord with a settlement that BISYS entered into with the SEC on September 26, 2006 relating to the same matters. A proposed plan of distribution, ("Fair Fund Plan") was posted by the SEC for public review and comment on May 29, 2009. Further information, including the methodology of the Fair Fund Plan, is available on the SEC website at www.sec.gov/litigation/admin/2009/34-60011-pdp.pdf. None of these payments has had, or is expected to have, a material effect on the net asset value of any fund.

5.  Risks:

The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Adviser to be of comparable quality.

6.  Line of Credit:

The Victory Trusts (except International Fund and International Select Fund) participate in a short-term, demand note "Line of Credit" agreement with KeyCorp, an affiliate of the Adviser. Under the agreement, the Victory Trusts may borrow up to $200 million. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. KeyCorp receives an annual commitment fee of eight basis points on $200 million for providing the Line of Credit. For the six months ended April 30, 2009, the Victory Trusts paid approximately $80 to KeyCorp for the Line of Credit fee (amount in thousands). Effective June 1, 2009, KeyCorp will receive an annual commitment fee of 30 basis points on $150 million for providing the Line of Credit. Each fund of the Victory Trusts (except International Fund and International Select Fund) pays a pro-rata portion of this com mitment fee plus any interest on amounts borrowed. The average loan outstanding for the Fund during the six

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months ended April 30, 2009 was $55 (amount in thousands). The average interest rate for the six months ended April 30, 2009 was 1.32%. At April 30, 2009, the Fund had no loans outstanding with KeyCorp.

7.  Federal Income Tax Information:

The tax character of current year distributions paid and the tax basis of the current component of accumulated earnings (deficit) will be determined at the end of the current tax year ending October 31, 2009.

The tax character of distributions paid during the fiscal year ended October 31, 2008 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid). (amounts in thousands):

	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Diversified Stock Fund	$	254,509	$	213,661	$	468,170

The tax character of distributions paid during the fiscal year ended October 31, 2007 was as follows (total distributions paid differ from the Statements of Changes in Net Assets because for tax purposes, dividends are recognized when actually paid). (amounts in thousands):

	Distributions paid from
	Ordinary Income		Net Long-Term Capital Gains		Total Distributions Paid
Diversified Stock Fund	$	161,684	$	103,923	$	265,607

As of October 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows (amounts in thousands):

	Undistributed Ordinary Income		Accumulated Capital and Other Losses			Unrealized Appreciation/ Depreciation*			Total Accumulated Earnings/ (Deficit)
Diversified Stock Fund	$	494	$	(277,737	)	$	(843,697	)	$	(1,120,940	)

*The differences between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.

As of October 31, 2008, the Fund has capital loss carryforwards, subject to any applicable limitations on availability, to offset future gains, if any, as the successor of a merger with the Growth Fund. This amount is $5,948 (amount in thousands), expiring in 2010. The Fund also has a capital loss carryforward of $271,789 (amount in thousands) expiring in 2016.

The cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation/depreciation as of April 30, 2009 is as follows (amounts in thousands):

	Cost of Investments for Federal Tax Purposes		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation/ Depreciation
Diversified Stock Fund	$	3,943,624	$	185,583	$	(327,388	)	$	(141,805	)

24

Supplemental Information
The Victory Portfolios  April 30, 2009

(Unaudited)

Other Information

On December 3, 2008, the Victory Portfolios (the "Funds") dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm. The Funds' Audit Committee and Board of Trustees participated in and approved the decision to change its independent registered public accounting firm.

The reports of PricewaterhouseCoopers LLP on the Funds' financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the two most recent fiscal years and through December 3, 2008, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

As disclosed in the Funds' Form N-SAR for the period ended October 31, 2007, the Victory Investment Grade Convertible Bond Fund did not maintain effective controls over recognition of premium amortization on certain convertible bond investments to ensure that premiums attributable to the equity conversion feature were not amortized for federal income tax purposes.

The Funds engaged Ernst & Young LLP as its new independent registered public accounting firm as of December 3, 2008.

Trustee and Officer Information

Board of Trustees.

Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board, in accordance with the laws of the State of Delaware. There are currently twelve Trustees, ten of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees"), and two of whom are "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustees"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.

The following tables list the Trustees, their ages, position with the Trust, length of time served, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees 22 portfolios in the Trust, one portfolio in The Victory Variable Insurance Funds and one portfolio in The Victory Institutional Funds, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o The Victory Portfolios, 3435 Stelzer Road, Columbus, Ohio 43219. Each Trustee has an indefinite term.

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Independent Trustees.
Mr. David Brooks Adcock (1951)	Trustee	May 2005	General Counsel, Duke University and Duke University Health System (1982-2006).	Hospital Partners of America.
Mr. Nigel D. T. Andrews (1947)	Vice Chair and Trustee	August 2002	Retired (since 2001).	Chemtura Corporation; Old Mutual plc.

25

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The Victory Portfolios  April 30, 2009

(Unaudited)

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Ms. E. Lee Beard (1951)	Trustee	May 2005	President Principal Owner (since 2003) The Henlee Group.	None.
Ms. Lyn Hutton (1950)	Trustee	March 2002	Chief Investment Officer, The Commonfund for Nonprofit Organizations (since January 2003).	None.
Mr. John L. Kelly (1953)	Trustee	May 2008	Managing Director, JL Thornton & Co. Financial Consultant (since 2003).	None.
Dr. Thomas F. Morrissey (1934)	Trustee	November 1994	Retired. Professor Emeritus (1970-2004), Weatherhead School of Management, Case Western Reserve University.	None.
Ms. Karen F. Shepherd (1940)	Trustee	August 2002	Retired.	UBS Bank USA; OC Tanner Co.
Mr. Leigh A. Wilson (1944)	Chair and Trustee	November 1994	Chief Executive Officer, Third Wave Associates (p/k/a New Century Living, Inc.) (full service independent living for senior citizens); Director, The Mutual Fund Directors Forum (since 2004).	Chair, Old Mutual Advisor II Funds (23 portfolios) and Old Insurance (8 Portfolios); Trustee, Old Mutual Funds III (12 Portfolios).
Independent Advisory Trustees.
Teresa C. Barger (1955)	Advisory Trustee	December 2008	Chief Investment Officer/Chief Executive Officer, Cartica Capital LLC (since, 2007); Director of the Corporate Governance and Capital Markets Advisory Department for the World Bank and International Finance Corporation (2004-2007).	None.
David L. Meyer (1957)	Advisory Trustee	December 2008	Retired (since 2008). Chief Operating Officer, Investment & Wealth Management Division, PNC Financial Services Group (Mercantile Bankshares Corp. prior to March 2007) (since 2002).	None.

26

Supplemental Information — continued
The Victory Portfolios  April 30, 2009

(Unaudited)

Name (Year of Birth)	Position Held with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years	Other Directorships Held in Public Companies
Interested Trustees.
David C. Brown (1972)	Trustee	May 2008	Chief Operating Officer, Victory Capital Management, Inc. (since July 2004); Chief Financial Officer and Chief Operating Officer, Gartmore Emerging Managers (February 1999-July 2004).	None.
Thomas W. Bunn (1953)	Trustee	May 2008	Retired (since February 28, 2009); Vice Chair, KeyCorp National Banking (since July 2005); Senior Executive Vice President of Key's Corporate Finance Group (March 2002-July 2005).	None.

Messres Brown and Bunn are "Interested Persons" by reason of their relationship with KeyCorp.

The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 1-800-539-3863.

Officers.

The officers of the Trust, their ages, the length of time served and their principal occupations during the past five years, are detailed in the following table. Each individual holds the same position with the other registered investment companies in the Victory Fund Complex, and each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 3435 Stelzer Road, Columbus, Ohio 43219-3035. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.

Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael Policarpo, II (1974)	President	May 2008 (Officer since May 2006)	Managing Director of the Adviser (since July 2005). Vice President of Finance, Gartmore Global Investments, (August 2004-July 2005). Chief Financial Officer Advisor Services, Gartmore Global Investments Inc. (August 2003-August 2004).
Mr. Peter W. Scharich (1964)	Vice President	May 2008	Managing Director, Mutual Fund Administration, the Adviser (since January 2006), Managing Director, Strategy, the Adviser (March 2005-January 2006), Chief Financial Officer, the Adviser (September 2002-March 2005).
Mr. Christopher K. Dyer (1962)	Secretary	February 2006	Head of Mutual Fund Administration, the Adviser.
Mr. Jay G. Baris (1954)	Assistant Secretary	December 1997	Partner, Kramer Levin Naftalis & Frankel LLP.
Mr. Christopher E. Sabato (1968)	Treasurer	May 2005	Senior Vice President, Fund Administration, Citi.

27

Supplemental Information — continued
The Victory Portfolios  April 30, 2009

(Unaudited)

Name (Year of Birth)	Position with the Trust	Date Commenced Service	Principal Occupation During Past 5 Years
Mr. Michael J. Nanosky (1966)	Anti-Money Laundering Compliance Officer and Identity Theft Ocfficer	February 2009	Vice President and Chief Compliance Officer, CCO Services of Citi Fund Services Inc. (since 2008); Vice President and Managing Director of Regulatory Compliance, National City Bank-Allegiant Asset Management (2004-2008); Vice President and Director of Fund Administration and Compliance, National City Bank-Allegiant Asset Management (2002-2004).
Mr. Edward J. Veilleux (1943)	Chief Compliance Officer	October 2005	President of EJV Financial Services (mutual fund consulting) since 2002.

Proxy Voting and Form N-Q Information

Proxy Voting:

Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-539-3863. The information included in the Trust's Statement of Additional Information, which is available on the Fund's website at www.victoryconnect.com and on the Securities and Exchange Commission's website at www.sec.gov.

Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the Funds' website at www.victoryconnect.com and on the Securities and Exchange Commissions website at www.sec.gov.

Availability of Schedules of Investments:

The Trust files its complete list of schedules of investments with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the Securities and Exchange Commission's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the Securities and Exchange Commission at 1-202-551-8090.

Expense Examples

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2008 through April 30, 2009.

Actual Expenses:

The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Diversified Stock Fund
Class A Shares	$	1,000.00	$	926.80	$	5.26		1.10	%
Class C Shares		1,000.00		922.70		9.15		1.92	%

28

Supplemental Information — continued
The Victory Portfolios  April 30, 2009

(Unaudited)

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Class R Shares	$	1,000.00	$	925.50	$	6.64		1.39	%
Class I Shares		1,000.00		928.20		3.73		0.78	%

*Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

**Annualized

Hypothetical Example for Comparison Purposes:

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 11/1/08		Ending Account Value 4/30/09		Expenses Paid During Period* 11/1/08-4/30/09		Expense Ratio During Period** 11/1/08-4/30/09
Diversified Stock Fund
Class A Shares	$	1,000.00	$	1,019.34	$	5.51		1.10	%
Class C Shares		1,000.00		1,015.27		9.59		1.92	%
Class R Shares		1,000.00		1,017.90		6.95		1.39	%
Class I Shares		1,000.00		1,020.93		3.91		0.78	%

*Expenses are equal to the average account value times the Fund's annualized expense ratio multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year.

**Annualized

Portfolio Holdings

(As a Percentage of Total Investments)

29

Supplemental Information — continued
The Victory Portfolios  April 30, 2009

(Unaudited)

Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement").

The Board approved the Agreement on behalf of the Fund at its regular meeting, which was called for that purpose, on December 3, 2008. The Board also considered information relating to the Agreement at a meeting on October 22, 2008. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated this information and was advised by legal counsel to the Fund and by legal counsel to the Independent Trustees. The Board reviewed numerous factors with respect to the Fund. The Board considered the Fund's investment performance as a significant factor in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:

• Services provided under the Agreement;

• Requirements of the Fund for the services provided by the Adviser;

• The quality of the services provided and expected to be provided;

• Fees payable for the services and whether the fee arrangements provided for economies of scale benefits to Fund shareholders as the Fund grows;

• Total expenses of the Fund, net of any distribution or shareholder servicing fees;

• The Adviser's commitments to operating the Fund at competitive expense levels;

• Profitability of the Adviser (as reflected by comparing fees earned against the Adviser's costs) with respect to the Adviser's relationship with the Fund;

• Soft-dollar and other service benefits received by the Adviser, including, sources of revenue to affiliates of the Adviser from the Fund through custodian and administration fees;

• Capabilities and financial condition of the Adviser;

• Current economic and industry trends; and

• Historical relationship between the Fund and the Adviser.

The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative fee paid to the Adviser, in the context of the Adviser's profitability of the Fund individually. In addition, the Board compared the Fund's expense ratio, net of any distribution or shareholder servicing fees, and management fee with comparable mutual funds in a peer group compiled by the Adviser. The Board carefully reviewed the factors and methodology used in the selection of the Fund's peer group. When relevant, the Board also reviewed fees that the Adviser charged for managing the assets of similarly-managed institutional accounts. The Trustees also noted that the breakpoints in the advisory fee schedule for the Fund evidenced the Adviser's willingness to share in its economies of scale.

The Board reviewed the Fund's performance against the selected peer group and its performance against the Fund's selected benchmark index. The Board recognized that the Fund's performance is provided net of expenses, while the benchmark indices are gross returns.

The Board reviewed specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered, and it is presumed that each Trustee attributed different weights to the various factors.

The Board compared the Fund's 0.67% gross annual management fee to the median gross management fee for the peer group and considered the fact that the fee was higher than the median gross management fee of 0.63% for the peer group. The Board also compared the Fund's Class A annual expense ratio, net of any shareholder servicing fee, of 0.77% to the median comparable expense ratio for the peer group and considered the fact that Fund's expense ratio was lower than the peer group's 0.81%. The Board also considered the fact that the Adviser had contractually agreed to waive its fees and reimburse expenses, excluding certain specified costs, if the Fund's Class C expenses exceeded 2.00% through February 28, 2014, and was willing to voluntarily waive its fees and reimburse expenses, excluding certain specified costs, if the Fund's Class I expenses exceeded 0.79%. The Board then compared the Fund's Class A performance for the one-year, three-year, five-year and ten-year

30

Supplemental Information — continued
The Victory Portfolios  April 30, 2009

(Unaudited)

periods ended July 31, 2008 to that of the peer group for the same periods and considered the fact that the Fund outperformed the peer group in each of the periods. The Board noted that the Fund had also outperformed its benchmark index and its Morningstar category average in each of the periods.

Having concluded, among other things, that: (1) the Fund's management fee, while higher than the peer group median, was acceptable given the fact that the Fund's expense ratio was lower than the peer group median; (2) the Adviser's willingness to limit the Fund's Class C and Class I expense ratios would provide stability to the Fund's Class C and Class I expenses; and (3) the Fund had outperformed its peer group, its benchmark and its Morningstar category average during each of the four periods reviewed; the Board determined that it was in the best interests of the Fund's shareholders to approve the continuation of the Agreement with respect to the Fund.

Approval of the Agreement on Behalf of the Fund

Based on its review of the information requested and provided, and following extended discussions concerning the same, the Board determined that the Agreement, on behalf of the Fund discussed above, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:

• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;

• The nature, quality and extent of the investment advisory services provided by the Adviser, in light of the high quality services provided by the Adviser in its management of the Fund and the Fund's historic performance, including the success of the Fund in achieving stated investment objectives;

• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;

• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;

• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams, committing substantial resources, and implementing a risk management program aimed at measuring, managing and monitoring portfolio risk, and to reduce expenses across the complex; and

• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.

31

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32

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33

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34

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35

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36

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37

The Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593

Visit our web site at:	Call Victory at:
www.VictoryConnect.com	800-539-FUND (800-539-3863)

VF-DSTK-SEMI (4/09)

April 30, 2009

Semi Annual Report

Value Fund

Stock Index Fund

Established Value Fund

Special Value Fund

Small Company Opportunity Fund

Large Cap Growth Fund
(formerly Focused Growth Fund)

Balanced Fund

Investment Grade Convertible Fund

Core Bond Fund

Fund for Income

National Municipal Bond Fund

Ohio Municipal Bond Fund

International Fund

International Select Fund

VictoryConnect.com

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

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

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

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

Table of Contents

Shareholder Letter 5

Financial Statements

The Victory Equity Funds

Value Fund

Schedule of Portfolio Investments	7
Statement of Assets and Liabilities	30
Statement of Operations	31
Statements of Changes in Net Assets	32
Financial Highlights	34-37

Stock Index Fund

Schedule of Portfolio Investments	11
Statement of Assets and Liabilities	30
Statement of Operations	31
Statements of Changes in Net Assets	32
Financial Highlights	38-39

Established Value Fund

Schedule of Portfolio Investments	27
Statement of Assets and Liabilities	30
Statement of Operations	31
Statements of Changes in Net Assets	32
Financial Highlights	40-41

Special Value Fund

Schedule of Portfolio Investments	42
Statement of Assets and Liabilities	53
Statement of Operations	54
Statements of Changes in Net Assets	55
Financial Highlights	57-60

Small Company Opportunity Fund

Schedule of Portfolio Investments	46
Statement of Assets and Liabilities	53
Statement of Operations	54
Statements of Changes in Net Assets	55
Financial Highlights	61-63

Large Cap Growth Fund

Schedule of Portfolio Investments	51
Statement of Assets and Liabilities	53
Statement of Operations	54
Statements of Changes in Net Assets	55
Financial Highlights	64-66

The Victory Portfolios

1

Table of Contents (continued)

The Victory Specialty Funds

Balanced Fund

Schedule of Portfolio Investments	67
Statement of Assets and Liabilities	81
Statement of Operations	82
Statements of Changes in Net Assets	83
Financial Highlights	85-88

Investment Grade Convertible Fund

Schedule of Portfolio Investments	77
Statement of Assets and Liabilities	81
Statement of Operations	82
Statements of Changes in Net Assets	83
Financial Highlights	89-90

The Victory Taxable Fixed Income Funds

Core Bond Fund

Schedule of Portfolio Investments	91
Statement of Assets and Liabilities	101
Statement of Operations	102
Statements of Changes in Net Assets	103
Financial Highlights	105-106

Fund for Income

Schedule of Portfolio Investments	99
Statement of Assets and Liabilities	101
Statement of Operations	102
Statements of Changes in Net Assets	103
Financial Highlights	107-109

The Victory Tax-Exempt Fixed Income Funds

National Municipal Bond Fund

Schedule of Portfolio Investments	110
Statement of Assets and Liabilities	120
Statement of Operations	121
Statements of Changes in Net Assets	122
Financial Highlights	123

Ohio Municipal Bond Fund

Schedule of Portfolio Investments	116
Statement of Assets and Liabilities	120
Statement of Operations	121
Statements of Changes in Net Assets	122
Financial Highlights	124

The Victory International Funds

International Fund

Schedule of Portfolio Investments	125
Statement of Assets and Liabilities	137
Statement of Operations	138
Statement of Changes in Net Assets	139
Financial Highlights	141-143

International Select Fund

Schedule of Portfolio Investments	132
Statement of Assets and Liabilities	137
Statement of Operations	138
Statement of Changes in Net Assets	139
Financial Highlights	144-146

2

Table of Contents (continued)

Notes to Financial Statements 147

Supplemental Information

Trustee and Officer Information	164
Proxy Voting and Form N-Q Information	167
Expense Examples	167
Portfolio Holdings	171
Advisory Contract Renewal	174

The Funds are distributed by Victory Capital Advisers, Inc., which is affiliated with KeyCorp and its subsidiaries. Victory Capital Management Inc., a member of the Key financial network, is the investment adviser to the Funds and receives a fee 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 VictoryConnect.com or call 1-800-539-3863. Read it carefully before you invest or send money.

The information in this semi-annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Furthermore, Victory Capital Management Inc. and its affiliates, as agents for their clients, and any of its officers or employees may have a beneficial interest or position in any of the securities mentioned, which may be contrary to any opinion or projection expressed in this report. Past investment performance of markets or securities mentioned herein should not be considered to be indicative of future results.

NOT FDIC INSURED

Shares of the Victory Funds are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, KeyCorp, Victory Capital Management Inc., or their affiliates, and are subject to investment risks, including possible loss of the principal amount invested.

Call Victory at:

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

Visit our web site at:

www.VictoryConnect.com

3

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4

To Our Shareholders

"Nowhere to hide" was the theme for 2008. The S&P 500 suffered its worst calendar year since 1931. Volatility reached extreme levels not seen in decades. Despite aggressive monetary and fiscal stimulus, which prompted a number of short-term trading rallies, the overriding path was downward.

In the first quarter of 2009, the market continued its overall decline, but rallied sharply towards the end of the quarter to finish in strong fashion. While the economic backdrop remains challenging, indicators are becoming "less bad" and further government/Federal Reserve intervention has provided a lift to the equity market from oversold levels.

The Federal Reserve, in tandem with the U.S. Government, is using all of its tools in an attempt to stabilize financial markets. While specific details are still being determined, recent announcements of the Term Asset-backed Loan Facility (TALF) and the Public Private Investment Plan (PPIP) programs are gaining more support than previous endeavors. Encouragingly, these efforts are taking place simultaneously in different forms on a global scale. This globally coordinated effort to stabilize financial markets and stimulate economic activity could provide support and eventually work as a catalyst for future growth.

While there are still major headwinds, the market is coming off of its worst period in decades, and as a leading indicator of future activity, has priced-in much of the bad news with several technical indicators also pointing towards a recovery. We at Victory remain constructive on the longer term outlook, albeit cognizant of the short-term risks, and continue to hold to our three-tiered strategic plan for investment management:

1.  Consistent Performance and Investment Quality

Dedicated strategy teams maintain complete investment autonomy and consistently apply transparent, repeatable processes. Reliance on fundamental research ensures high-conviction portfolios, and state-of-the-art risk management tools are employed to ensure ongoing risk monitoring. Finally, value-added trading provides effective execution of investment decisions.

2.  Client Service Excellence

Our approach is simple: communication is complete, honest, and straightforward — our goal is no surprises.

3.  Empowerment, Ownership, and Accountability

Victory has an organizational structure that fosters an environment in which investment professionals thrive, and our compensation plan is built to attract and retain industry-leading talent. Our senior management team is committed to delivering high quality investment products and services.

We appreciate your confidence in the Victory Funds. We continue to closely monitor the possibility of increased regulatory reform wrought by these tumultuous times, and will strive to embrace the programs and adopt the procedures necessary

5

to safeguard our shareholders. If you have questions or would like further information, please feel free to contact us at 1-800-539-3863, or via our Website at www.VictoryConnect.com.

Michael Policarpo

President,
The Victory Portfolios

6

The Victory Portfolios  Schedule of Portfolio InvestmentsValue FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (2.0%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	2,239	$	2,239
Total Commercial Paper (Amortized Cost $2,239)				2,239
Common Stocks (98.8%)
Aerospace/Defense (0.5%):
BE Aerospace, Inc. (b)		47,000		507
Agricultural Operations (1.0%):
Archer-Daniels-Midland Co.		47,000		1,157
Aluminum (0.6%):
Alcoa, Inc. (c)		70,000		635
Automotive Parts (1.5%):
BorgWarner, Inc. (c)		19,000		550
Eaton Corp. (c)		27,000		1,183
				1,733
Banks (6.6%):
Bank of America Corp. (c)		177,000		1,581
Comerica, Inc.		25,000		524
JPMorgan Chase & Co.		82,000		2,706
U.S. Bancorp		26,000		474
Wells Fargo & Co. (c)		108,000		2,161
				7,446
Chemicals (1.9%):
Celanese Corp., Series A (c)		48,000		1,000
Potash Corp. of Saskatchewan, Inc.		6,000		519
The Lubrizol Corp.		13,300		575
				2,094
Computers & Peripherals (0.8%):
Cisco Systems, Inc. (b)		44,000		850
Consumer Products (0.4%):
Fortune Brands, Inc.		11,000		432
Containers & Packaging (0.7%):
Sealed Air Corp. (c)		42,000		801
Cosmetics & Toiletries (1.2%):
Procter & Gamble Co.		28,000		1,384
Electronics (3.2%):
Avnet, Inc. (b)		35,000		766
General Electric Co.		126,000		1,594
Johnson Controls, Inc.		65,000		1,236
				3,596
Energy — Alternative Sources (0.5%):
SunPower Corp., Class A (b) (c)		21,000		575

See notes to financial statements.

7

The Victory Portfolios  Schedule of Portfolio Investments — continuedValue FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Financial Services (5.5%):
Ameriprise Financial, Inc.		48,000	$	1,265
Goldman Sachs Group, Inc.		17,500		2,249
Legg Mason, Inc.		62,000		1,244
Morgan Stanley (c)		47,000		1,111
NYSE Euronext		12,000		278
				6,147
Food Processing & Packaging (1.4%):
H.J. Heinz Co.		44,000		1,514
Heavy Machinery (1.3%):
AGCO Corp. (b)		38,000		923
Deere & Co.		14,000		578
				1,501
Home Builders (1.1%):
Lennar Corp., Class A (c)		62,000		604
Pulte Homes, Inc. (c)		53,000		610
				1,214
Insurance (4.4%):
ACE Ltd.		13,000		602
Aetna, Inc.		41,000		902
Chubb Corp.		24,000		935
Progressive Corp. (b)		90,000		1,375
The Travelers Cos., Inc.		28,000		1,152
				4,966
Internet Business Services (0.9%):
eBay, Inc. (b) (c)		60,000		988
Investment Companies (1.4%):
Invesco Ltd.		106,000		1,560
Lodging (0.9%):
Wyndham Worldwide Corp.		91,000		1,063
Manufacturing — Diversified (2.3%):
Illinois Tool Works, Inc.		31,000		1,017
Parker Hannifin Corp.		34,000		1,542
				2,559
Media (2.7%):
News Corp., Class A		211,000		1,743
Time Warner, Inc.		60,599		1,323
				3,066
Medical Services (1.5%):
UnitedHealth Group, Inc.		72,000		1,693
Minerals (1.9%):
BHP Billiton Ltd., ADR (c)		44,052		2,121
Mining (2.1%):
Barrick Gold Corp.		43,000		1,251
Goldcorp, Inc. (c)		39,550		1,089
				2,340

See notes to financial statements.

8

The Victory Portfolios  Schedule of Portfolio Investments — continuedValue FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Office Equipment & Supplies (0.7%):
Xerox Corp.		130,000	$	794
Oil & Gas Exploration — Production & Services (8.2%):
Anadarko Petroleum Corp.		27,000		1,163
Apache Corp. (c)		35,000		2,550
Chesapeake Energy Corp. (c)		38,000		749
Devon Energy Corp.		35,000		1,815
Transocean Ltd. (b)		30,000		2,024
XTO Energy, Inc.		27,000		936
				9,237
Oil Companies — Integrated (6.7%):
BP PLC, ADR (c)		64,000		2,717
Chevron Corp. (c)		41,000		2,710
Exxon Mobil Corp.		31,000		2,067
				7,494
Oilfield Services & Equipment (3.7%):
Halliburton Co.		72,000		1,456
Noble Corp. (c)		32,000		875
Smith International, Inc. (c)		21,000		543
Weatherford International Ltd. (b) (c)		75,000		1,247
				4,121
Pharmaceuticals (10.6%):
Eli Lilly & Co.		77,000		2,535
Johnson & Johnson		60,500		3,168
Merck & Co., Inc.		109,000		2,642
Pfizer, Inc.		262,000		3,500
				11,845
Publishing (0.3%):
R.R. Donnelley & Sons Co.		28,000		326
Radio & Television (0.4%):
Time Warner Cable, Inc.		13,470		434
Railroads (0.9%):
Union Pacific Corp.		20,700		1,017
Real Estate Investment Trusts (0.6%):
Host Hotels & Resorts, Inc.		89,000		684
Retail — Drug Stores (2.9%):
CVS Caremark Corp.		104,000		3,305
Retail — Specialty Stores (1.0%):
Lowe's Cos., Inc.		54,000		1,161
Semiconductors (1.3%):
Intel Corp.		47,000		742
Intersil Corp., Class A (c)		66,000		765
				1,507
Software & Computer Services (1.3%):
Microsoft Corp.		72,000		1,459

See notes to financial statements.

9

The Victory Portfolios  Schedule of Portfolio Investments — continuedValue FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Steel (0.8%):
Steel Dynamics, Inc.		70,000	$	872
Telecommunications — Services & Equipment (1.4%):
Nokia Corp., ADR		111,000		1,570
Tobacco (0.8%):
Philip Morris International, Inc.		26,200		948
Utilities — Electric (4.9%):
Ameren Corp.		24,000		553
Dominion Resources, Inc.		19,000		573
Edison International		45,000		1,283
Exelon Corp.		33,000		1,522
Public Service Enterprise Group, Inc.		20,000		597
Southern Co.		33,000		953
				5,481
Utilities — Telecommunications (6.0%):
AT&T, Inc.		187,100		4,794
Verizon Communications, Inc.		63,000		1,911
				6,705
Total Common Stocks (Cost $123,777)				110,902
Short-Term Securities Held as Collateral for Securities Lending (17.2%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)	$	19,308		19,268
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $19,308)				19,268
Total Investments (Cost $145,324) — 118.0%				132,409
Liabilities in excess of other assets — (18.0)%				(20,160	)
NET ASSETS — 100.0%			$	112,249

(a)  Rate represents the effective yield at purchase.

(b)  Non-income producing security.

(c)  A portion or all of the security was held on loan.

ADR — American Depositary Receipt

PLC — Public Liability Co.

See notes to financial statements.

10

The Victory Portfolios  Schedule of Portfolio InvestmentsStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (6.9%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	2,257	$	2,257
Total Commercial Paper (Amortized Cost $2,256)				2,257
Common Stocks (90.6%)
Advertising (0.2%):
Interpublic Group of Cos., Inc. (b)		1,858		12
Omnicom Group, Inc.		1,213		38
				50
Aerospace/Defense (2.3%):
B.F. Goodrich Co.		483		21
Boeing Co.		2,832		113
General Dynamics Corp.		1,506		78
Honeywell International, Inc.		2,868		89
Lockheed Martin Corp.		1,295		102
Northrop Grumman Corp.		1,276		62
Raytheon Co., Class B		1,561		71
Rockwell Collins, Inc.		617		24
United Technologies Corp.		3,676		179
				739
Agricultural Operations (0.2%):
Archer-Daniels-Midland Co.		2,504		62
Airlines (0.1%):
Southwest Airlines Co.		2,887		20
Aluminum (0.1%):
Alcoa, Inc.		3,707		34
Apparel & Footwear (0.4%):
Coach, Inc. (b)		1,252		31
Nike, Inc., Class B		1,511		79
Polo Ralph Lauren Corp.		220		12
VF Corp.		344		20
				142
Audio & Video Products (0.0%):
Harman International Industries, Inc.		228		4
Automotive (0.4%):
AutoNation, Inc. (b)		421		7
Ford Motor Co. (b)		12,132		73
General Motors Corp.		2,381		5
PACCAR, Inc.		1,415		50
				135
Automotive Parts (0.2%):
Eaton Corp.		754		33
Genuine Parts Co.		622		21
O'Reilly Automotive, Inc. (b)		608		24
				78

See notes to financial statements.

11

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Banks (4.9%):
Bank of America Corp.		24,969	$	223
Bank of New York Mellon Corp.		4,482		114
BB&T Corp.		2,182		51
Comerica, Inc.		590		12
Fifth Third Bancorp		2,252		9
First Horizon National Corp.		823		9
Huntington Bancshares, Inc.		1,428		4
JPMorgan Chase & Co.		14,658		484
KeyCorp (c)		1,930		12
M&T Bank Corp.		303		16
Marshall & Ilsley Corp.		1,035		6
Northern Trust Corp.		872		47
PNC Financial Services Group, Inc.		1,669		66
Regions Financial Corp.		2,709		12
State Street Corp.		1,685		58
SunTrust Banks, Inc.		1,391		20
U.S. Bancorp		6,846		125
Wells Fargo & Co.		16,530		331
Zions Bancorporation		450		5
				1,604
Beverages (2.3%):
Brown-Forman Corp., Class B		383		18
Coca Cola Enterprises, Inc.		1,237		21
Coca-Cola Co.		7,765		334
Constellation Brands, Inc., Class A (b)		760		9
Dr Pepper Snapple Group, Inc. (b)		990		20
Molson Coors Brewing Co.		585		22
Pepsi Bottling Group, Inc.		528		17
PepsiCo, Inc.		6,071		302
				743
Biotechnology (1.5%):
Amgen, Inc. (b)		4,033		196
Biogen Idec, Inc. (b)		1,159		56
Genzyme Corp. (b)		1,058		56
Gilead Sciences, Inc. (b)		3,553		163
Life Technologies Corp. (b)		678		25
				496
Brokerage Services (0.4%):
Charles Schwab Corp.		3,657		68
Thermo Fisher Scientific, Inc. (b)		1,631		57
Waters Corp. (b)		379		17
				142
Building Materials (0.1%):
Masco Corp.		1,402		12
Vulcan Materials Co.		430		21
				33

See notes to financial statements.

12

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Building — Residential & Commercial (0.1%):
Centex Corp.		485	$	5
D.R. Horton, Inc.		1,075		14
KB Home		294		6
				25
Casino Services (0.0%):
International Game Technology		1,152		14
Chemicals (1.7%):
Air Products & Chemicals, Inc.		818		54
CF Industries Holdings, Inc.		189		14
Dow Chemical Co.		3,606		58
E.I. du Pont de Nemours and Co.		3,520		98
Eastman Chemical Co.		283		11
Monsanto Co.		2,137		182
PPG Industries, Inc.		641		28
Praxair, Inc.		1,198		89
Sigma-Aldrich Corp.		476		21
				555
Coal (0.2%):
Consol Energy, Inc.		704		22
Massey Energy Co.		333		5
Peabody Energy Corp.		1,043		28
				55
Commercial Services (0.4%):
Cintas Corp.		513		13
Convergys Corp. (b)		477		5
Ecolab, Inc.		654		25
Fidelity National Information Services, Inc.		745		13
Iron Mountain, Inc. (b)		701		20
Moody's Corp.		743		22
Paychex, Inc.		1,253		34
				132
Computers & Peripherals (6.2%):
Apple Computer, Inc. (b)		3,474		437
Cisco Systems, Inc. (b)		22,768		440
Computer Sciences Corp. (b)		591		22
Dell, Inc. (b)		6,750		78
EMC Corp. (b)		7,848		98
Hewlett-Packard Co.		9,348		336
International Business Machines Corp.		5,233		540
Lexmark International Group, Inc. (b)		303		6
NetApp, Inc. (b)		1,290		24
SanDisk Corp. (b)		882		14
Sun Microsystems, Inc. (b)		2,905		27
Teradata Corp. (b)		675		11
				2,033

See notes to financial statements.

13

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Consumer Products (0.6%):
Clorox Co.		542	$	31
Colgate-Palmolive Co.		1,955		115
Fortune Brands, Inc.		586		23
Newell Rubbermaid, Inc.		1,081		11
				180
Containers & Packaging (0.2%):
Ball Corp.		366		14
Bemis, Inc.		390		9
Owens-Illinois, Inc. (b)		652		16
Pactiv Corp. (b)		513		11
Sealed Air Corp.		616		12
				62
Cosmetics & Toiletries (2.2%):
Avon Products, Inc.		1,663		38
Estee Lauder Cos., Class A		453		13
International Flavors & Fragrances, Inc.		307		10
Kimberly-Clark Corp.		1,614		79
Procter & Gamble Co.		11,432		565
				705
Cruise Lines (0.1%):
Carnival Corp.		1,708		46
Data Processing (0.1%):
The Dun & Bradstreet Corp.		208		17
Total System Services, Inc.		769		10
				27
Distribution/Wholesale (0.3%):
Costco Wholesale Corp.		1,690		82
Fastenal Co.		504		19
				101
E-Commerce & Services (0.3%):
Amazon.com, Inc. (b)		1,254		101
Monster Worldwide, Inc. (b)		499		7
				108
Electrical Equipment (0.4%):
Emerson Electric Co.		2,945		100
W.W. Grainger, Inc.		248		21
				121
Electronics (2.1%):
Amphenol Corp., Class A		668		23
FLIR Systems, Inc. (b)		588		13
General Electric Co.		41,192		521
Johnson Controls, Inc.		2,318		44
L-3 Communications Holdings, Inc.		463		35
Millipore Corp. (b)		216		13

See notes to financial statements.

14

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Molex, Inc.		541	$	9
PerkinElmer, Inc.		453		7
Tyco Electronics Ltd.		1,787		31
				696
Engineering (0.1%):
Fluor Corp.		708		27
Jacobs Engineering Group, Inc. (b)		480		18
				45
Entertainment (0.5%):
The Walt Disney Co.		7,241		159
Environmental Control (0.3%):
Republic Services, Inc.		1,256		26
Stericycle, Inc. (b)		333		16
Waste Management, Inc.		1,917		51
				93
Financial & Insurance (0.0%):
MBIA, Inc. (b)		668		3
Financial Services (2.9%):
American Express Co.		4,568		115
Ameriprise Financial, Inc.		854		23
Capital One Financial Corp.		1,528		26
CIT Group, Inc.		1,516		3
Citigroup, Inc.		21,361		65
CME Group, Inc.		259		57
Discover Financial Services		1,878		15
E*TRADE Financial Corp. (b)		2,231		3
Equifax, Inc.		493		14
Federated Investors, Inc., Class B		347		8
Goldman Sachs Group, Inc.		1,801		232
H&R Block, Inc.		1,325		20
IntercontinentalExchange, Inc. (b)		283		25
Janus Capital Group, Inc.		617		6
Legg Mason, Inc.		557		11
Marsh & McLennan Cos., Inc.		2,009		42
Mastercard, Inc., Class A		283		52
Morgan Stanley		4,191		99
NYSE Euronext		1,010		24
SLM Corp. (b)		1,823		9
T. Rowe Price Group, Inc.		999		39
The Nasdaq OMX Group, Inc. (b)		536		10
Western Union Co.		2,769		46
				944
Food Distributors, Supermarkets & Wholesalers (0.5%):
Kroger Co.		2,545		55
Safeway, Inc.		1,673		33
SUPERVALU, Inc.		826		13
Sysco Corp.		2,298		54
				155

See notes to financial statements.

15

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Food Processing & Packaging (1.4%):
Campbell Soup Co.		799	$	21
ConAgra, Inc.		1,744		31
Dean Foods Co. (b)		602		13
General Mills, Inc.		1,279		65
H.J. Heinz Co.		1,227		42
Hershey Foods Corp.		646		23
Hormel Foods Corp.		272		9
J.M. Smucker Co.		462		18
Kellogg Co.		983		41
Kraft Foods, Inc., Class A		5,732		134
McCormick & Co., Inc.		508		15
Sara Lee Corp.		2,713		23
Tyson Foods, Inc., Class A		1,179		12
				447
Forest Products & Paper (0.2%):
International Paper Co.		1,669		21
MeadWestvaco Corp.		666		11
Weyerhaeuser Co.		824		29
				61
Health Care (1.0%):
Coventry Health Care, Inc. (b)		578		9
DaVita, Inc. (b)		405		19
DENTSPLY International, Inc.		580		17
Humana, Inc. (b)		659		19
McKesson Corp.		1,068		39
Medtronic, Inc.		4,362		140
WellPoint, Inc. (b)		1,944		83
				326
Heavy Machinery (0.5%):
Caterpillar, Inc.		2,346		84
Deere & Co.		1,649		68
				152
Home Builders (0.0%):
Lennar Corp., Class A		551		5
Pulte Homes, Inc.		837		10
				15
Hospitals (0.0%):
Tenet Healthcare Corp. (b)		1,620		4
Hotels & Motels (0.2%):
Marriott International, Inc., Class A		1,146		27
Starwood Hotels & Resorts Worldwide, Inc.		712		15
Wynn Resorts Ltd. (b)		261		10
				52

See notes to financial statements.

16

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Household Goods — Appliances, Furnishings & Electronics (0.1%):
Leggett & Platt, Inc.		612	$	9
Whirlpool Corp.		287		13
				22
Insurance (2.1%):
Aetna, Inc.		1,769		39
Aflac, Inc.		1,824		53
Allstate Corp.		2,091		49
American International Group, Inc.		10,496		14
Aon Corp.		1,067		45
Assurant, Inc.		459		11
Chubb Corp.		1,374		53
CIGNA Corp.		1,057		21
Cincinnati Financial Corp.		634		15
Genworth Financial, Inc., Class A		1,690		4
Hartford Financial Services Group, Inc.		1,269		15
Lincoln National Corp.		999		11
Loews Corp.		1,409		35
MetLife, Inc.		3,191		95
Principal Financial Group		1,012		16
Progressive Corp. (b)		2,640		40
Prudential Financial, Inc.		1,654		48
The Travelers Cos., Inc.		2,281		94
Torchmark Corp.		330		10
UnumProvident Corp.		1,292		21
XL Capital Ltd., Class A		1,335		13
				702
Internet Business Services (1.8%):
Akamai Technologies, Inc. (b)		665		15
eBay, Inc. (b)		4,204		69
Expedia, Inc. (b)		818		11
Google, Inc., Class A (b)		935		370
Juniper Networks, Inc. (b)		2,037		44
McAfee, Inc. (b)		601		23
Symantec Corp. (b)		3,202		55
VeriSign, Inc. (b)		750		16
				603
Internet Service Provider (0.2%):
Yahoo!, Inc. (b)		5,438		78
Investment Companies (0.2%):
Franklin Resources, Inc.		591		36
Invesco Ltd.		1,476		21
				57
Lodging (0.0%):
Wyndham Worldwide Corp.		692		8

See notes to financial statements.

17

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Machine — Diversified (0.3%):
Cummins Engine, Inc.		785	$	27
Dover Corp.		726		22
Flowserve Corp.		218		15
Rockwell Automation, Inc.		553		17
The Manitowoc Co., Inc.		508		3
				84
Manufacturing — Capital Goods (0.1%):
Cooper Industries Ltd.		652		21
Manufacturing — Diversified (0.4%):
Illinois Tool Works, Inc.		1,499		49
Ingersoll-Rand Co. Ltd., Class A		1,244		27
Leucadia National Corp. (b)		707		15
Parker Hannifin Corp.		627		29
				120
Manufacturing — Miscellaneous (0.8%):
3M Co.		2,706		156
Danaher Corp.		995		58
ITT Industries, Inc.		709		29
Pall Corp.		461		12
Textron, Inc.		948		10
				265
Media (0.7%):
News Corp., Class A		8,972		74
Scripps Networks Interactive, Class A		352		10
Time Warner, Inc.		4,665		102
Viacom, Inc., Class B (b)		2,365		45
				231
Medical Services (1.0%):
Express Scripts, Inc. (b)		966		62
Laboratory Corp. of America Holdings (b)		422		27
Medco Health Solutions, Inc. (b)		1,915		83
Quest Diagnostics, Inc.		602		31
UnitedHealth Group, Inc.		4,742		112
				315
Medical Supplies (1.5%):
Baxter International, Inc.		2,394		116
Becton Dickinson & Co.		935		57
Boston Scientific Corp. (b)		5,860		49
C.R. Bard, Inc.		388		28
Covidien Ltd.		1,965		65
Intuitive Surgical, Inc. (b)		153		22
Patterson Cos., Inc. (b)		357		7
St. Jude Medical, Inc. (b)		1,350		45
Stryker Corp.		928		36
Varian Medical Systems, Inc. (b)		485		16
Zimmer Holdings, Inc. (b)		869		38
				479

See notes to financial statements.

18

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Medical — Information Systems (0.0%):
IMS Health, Inc.		708	$	9
Mining (0.2%):
Newmont Mining Corp.		1,908		77
Motorcycles (0.1%):
Harley-Davidson, Inc.		911		20
Newspapers (0.0%):
Gannett Co., Inc.		891		4
New York Times Co., Class A		455		2
				6
Office Equipment & Supplies (0.3%):
Avery Dennison Corp.		440		13
Pitney Bowes, Inc.		805		20
Staples, Inc.		2,783		57
Xerox Corp.		3,373		20
				110
Oil & Gas Exploration — Production & Services (2.2%):
Anadarko Petroleum Corp.		1,794		77
Apache Corp.		1,306		95
Cabot Oil & Gas Corp.		404		12
Chesapeake Energy Corp.		2,192		43
Denbury Resources, Inc. (b)		1,097		18
Devon Energy Corp.		1,731		90
Diamond Offshore Drilling, Inc.		271		20
ENSCO International, Inc.		553		16
EOG Resources, Inc.		974		62
EQT Corp.		510		17
Murphy Oil Corp.		744		36
Nabors Industries Ltd. (b)		1,104		17
Noble Energy, Inc.		674		38
Pioneer Natural Resources Co.		451		10
Range Resources Corp.		609		24
Rowan Cos., Inc.		441		7
Southwestern Energy Co. (b)		1,340		48
XTO Energy, Inc.		2,261		78
				708
Oil Companies — Integrated (7.2%):
Chevron Corp.		7,819		517
ConocoPhillips		5,774		237
Exxon Mobil Corp.		19,275		1,285
Hess Corp.		1,107		60
Marathon Oil Corp.		2,760		82
Occidental Petroleum Corp.		3,161		178
				2,359
Oil Marketing & Refining (0.2%):
Sunoco, Inc.		456		12
Tesoro Corp.		540		8
Valero Energy Corp.		2,014		40
				60

See notes to financial statements.

19

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Oilfield Services & Equipment (1.4%):
Baker Hughes, Inc.		1,205	$	43
BJ Services Co.		1,139		16
Cameron International Corp. (b)		846		22
Halliburton Co.		3,500		71
National-Oilwell Varco, Inc. (b)		1,628		49
Schlumberger Ltd.		4,665		228
Smith International, Inc.		855		22
				451
Paint, Varnishes & Enamels (0.1%):
The Sherwin-Williams Co.		384		22
Pharmaceuticals (7.1%):
Abbott Laboratories		6,028		252
Allergan, Inc.		1,199		56
AmerisourceBergen Corp.		594		20
Bristol-Myers Squibb Co.		7,721		148
Cardinal Health, Inc.		1,406		47
Celgene Corp. (b)		1,792		77
Cephalon, Inc. (b)		268		18
Eli Lilly & Co.		3,944		130
Forest Laboratories, Inc. (b)		1,176		25
Hospira, Inc. (b)		623		20
Johnson & Johnson		10,789		565
King Pharmaceuticals, Inc. (b)		961		8
Merck & Co., Inc.		8,221		199
Mylan Laboratories, Inc. (b)		1,189		16
Pfizer, Inc.		26,311		352
Schering-Plough Corp.		6,344		146
Watson Pharmaceuticals, Inc. (b)		408		13
Wyeth		5,193		220
				2,312
Photography (0.0%):
Eastman Kodak Co.		1,046		3
Pipelines (0.3%):
El Paso Corp.		2,725		19
Questar Corp.		677		20
Spectra Energy Corp.		2,509		36
Williams Cos., Inc.		2,259		32
				107
Primary Metal & Mineral Production (0.2%):
Freeport-McMoRan Copper & Gold, Inc., Class B		1,606		69
Titanium Metals Corp.		332		2
				71
Publishing (0.2%):
McGraw-Hill Cos., Inc.		1,226		37
Meredith Corp.		140		3
R.R. Donnelley & Sons Co.		800		9
The Washington Post Co., Class B		23		10
				59

See notes to financial statements.

20

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Radio & Television (0.7%):
Comcast Corp., Class A		11,236	$	174
Time Warner Cable, Inc.		1,400		45
				219
Railroads (0.8%):
Burlington Northern Santa Fe Corp.		1,086		73
CSX Corp.		1,557		46
Norfolk Southern Corp.		1,429		51
Union Pacific Corp.		1,963		97
				267
Real Estate Investment Trusts (0.9%):
Apartment Investment & Management Co., Class A		458		3
AvalonBay Communities, Inc.		311		18
Boston Properties, Inc.		473		23
Developers Diversified Realty Corp.		30		—
Equity Residential Properties Trust		1,064		24
HCP, Inc.		990		22
Health Care REIT, Inc.		432		15
Host Hotels & Resorts, Inc.		2,050		16
Kimco Realty Corp.		1,223		15
Plum Creek Timber Co., Inc.		643		22
ProLogis		2,230		20
Public Storage, Inc.		489		33
Simon Property Group, Inc.		924		48
Ventas, Inc.		559		16
Vornado Realty Trust		549		27
				302
Real Estate Services (0.0%):
CB Richard Ellis Group, Inc., Class A (b)		877		7
Restaurants (1.1%):
Darden Restaurants, Inc.		534		20
McDonald's Corp.		4,344		232
Starbucks Corp. (b)		2,865		41
Yum! Brands, Inc.		1,794		60
				353
Retail (0.4%):
Target Corp.		2,936		121
Retail — Apparel/Shoe (0.2%):
Abercrombie & Fitch Co., Class A		340		9
Gap, Inc.		1,819		29
Limited Brands, Inc.		1,055		12
				50
Retail — Department Stores (0.4%):
J.C. Penney Co., Inc.		867		27
Kohl's Corp. (b)		1,189		54
Macy's, Inc.		1,640		22

See notes to financial statements.

21

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Nordstrom, Inc.		622	$	14
Sears Holdings Corp. (b)		214		13
				130
Retail — Discount (1.6%):
Big Lots, Inc. (b)		320		9
Family Dollar Stores, Inc.		546		18
TJX Cos., Inc.		1,624		45
Wal-Mart Stores, Inc.		8,721		440
				512
Retail — Drug Stores (0.9%):
CVS Caremark Corp.		5,677		180
Walgreen Co.		3,849		121
				301
Retail — Food (0.0%):
Whole Foods Market, Inc.		548		11
Retail — Specialty Stores (1.4%):
AutoZone, Inc. (b)		148		24
Bed Bath & Beyond, Inc. (b)		1,013		31
Best Buy Co., Inc.		1,322		51
GameStop Corp., Class A (b)		639		19
Lowe's Cos., Inc.		5,717		123
Office Depot, Inc. (b)		1,072		3
RadioShack Corp.		488		7
The Home Depot, Inc.		6,613		174
Tiffany & Co.		480		14
				446
Rubber & Rubber Products (0.0%):
Goodyear Tire & Rubber Co. (b)		941		10
Savings & Loans (0.1%):
Hudson City Bancorp, Inc.		2,037		26
People's United Financial, Inc.		1,358		21
				47
Schools & Educational Services (0.1%):
Apollo Group, Inc. (b)		417		26
Semiconductors (2.3%):
Advanced Micro Devices, Inc. (b)		2,184		8
Altera Corp.		1,144		19
Analog Devices, Inc.		1,136		24
Applied Materials, Inc.		5,185		63
Broadcom Corp., Class A (b)		1,659		38
Intel Corp.		21,695		342
JDS Uniphase Corp. (b)		839		4
KLA-Tencor Corp.		663		18
Linear Technology Corp.		865		19
LSI Logic Corp. (b)		2,528		10
MEMC Electronic Materials, Inc. (b)		872		14

See notes to financial statements.

22

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Microchip Technology, Inc.		710	$	16
Micron Technology, Inc. (b)		2,979		15
National Semiconductor Corp.		760		9
Novellus Systems, Inc. (b)		379		7
NVIDIA Corp. (b)		2,095		24
QLogic Corp. (b)		473		7
Teradyne, Inc. (b)		674		4
Texas Instruments, Inc.		4,979		90
Xilinx, Inc.		1,069		22
				753
Software & Computer Services (3.9%):
Adobe Systems, Inc. (b)		2,044		56
Affiliated Computer Services, Inc., Class A (b)		381		18
Autodesk, Inc. (b)		883		18
Automatic Data Processing, Inc.		1,969		69
BMC Software, Inc. (b)		720		25
CA, Inc.		1,538		27
Citrix Systems, Inc. (b)		703		20
Cognizant Technology Solutions Corp., Class A (b)		1,138		28
Compuware Corp. (b)		962		7
Electronic Arts, Inc. (b)		1,255		26
Fiserv, Inc. (b)		608		23
Intuit, Inc. (b)		1,253		29
Microsoft Corp.		29,824		604
Novell, Inc. (b)		1,343		5
Oracle Corp.		14,959		289
Salesforce.com, Inc. (b)		412		18
				1,262
Staffing (0.0%):
Robert Half International, Inc.		590		14
Steel (0.4%):
AK Steel Holding Corp.		433		6
Allegheny Technologies, Inc.		380		12
Nucor Corp.		1,225		50
Precision Castparts Corp.		546		41
United States Steel Corp.		563		15
				124
Telecommunications (0.1%):
Ciena Corp. (b)		354		4
Frontier Communications Corp.		1,214		9
Qwest Communications International, Inc.		5,732		22
				35
Telecommunications — Services & Equipment (1.6%):
Agilent Technologies, Inc. (b)		1,373		25
American Tower Corp., Class A (b)		1,549		49
Corning, Inc.		6,066		89
Embarq Corp.		556		20

See notes to financial statements.

23

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Harris Corp.		521	$	16
Jabil Circuit, Inc.		834		7
Motorola, Inc.		8,880		49
QUALCOMM, Inc.		6,434		272
Tellabs, Inc. (b)		1,543		8
				535
Television (0.2%):
CBS Corp., Class B		2,649		19
The DIRECTV Group, Inc. (b)		2,063		51
				70
Tobacco (1.5%):
Altria Group, Inc.		8,059		132
Lorillard, Inc.		656		41
Philip Morris International, Inc.		7,817		283
Reynolds American, Inc.		659		25
				481
Tools & Hardware Manufacturing (0.1%):
Black & Decker Corp.		235		9
Snap-on, Inc.		224		8
Stanley Works		308		12
				29
Toys (0.1%):
Hasbro, Inc.		483		13
Mattel, Inc.		1,398		21
				34
Transportation Services (1.0%):
C.H. Robinson Worldwide, Inc.		664		35
Expeditors International of Washington, Inc.		827		29
FedEx Corp.		1,214		68
United Parcel Service, Inc., Class B		3,883		203
				335
Trucking & Leasing (0.0%):
Ryder Systems, Inc.		217		6
Utilities — Electric (3.3%):
AES Corp. (b)		2,599		18
Allegheny Energy, Inc.		661		17
Ameren Corp.		829		19
American Electric Power Co.		1,584		42
CenterPoint Energy, Inc.		1,355		14
CMS Energy Corp.		884		10
Consolidated Edison Co. of New York, Inc.		1,068		40
Constellation Energy Group, Inc.		777		19
Dominion Resources, Inc.		2,276		69
DTE Energy Co.		637		19
Duke Energy Corp.		4,997		69
Dynegy, Inc., Class A (b)		1,974		3

See notes to financial statements.

24

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Edison International		1,271	$	36
Entergy Corp.		739		48
Exelon Corp.		2,568		118
FirstEnergy Corp.		1,189		49
FPL Group, Inc.		1,595		86
Integrys Energy Group, Inc.		298		8
NiSource, Inc.		1,070		12
Northeast Utilities		672		14
Pepco Holdings, Inc.		855		10
PG&E Corp.		1,427		53
Pinnacle West Capital Corp.		394		11
PPL Corp.		1,464		44
Progress Energy, Inc.		1,075		37
Public Service Enterprise Group, Inc.		1,974		59
SCANA Corp.		473		14
Southern Co.		3,033		87
TECO Energy, Inc.		831		9
Wisconsin Energy Corp.		456		18
Xcel Energy, Inc.		1,772		33
				1,085
Utilities — Natural Gas (0.1%):
NICOR, Inc.		176		5
Sempra Energy		950		44
				49
Utilities — Telecommunications (3.1%):
AT&T, Inc.		22,988		589
CenturyTel, Inc.		391		11
Sprint Nextel Corp. (b)		11,175		49
Verizon Communications, Inc.		11,080		336
Windstream Corp.		1,721		14
				999
Total Common Stocks (Cost $16,673)				29,570
Investment Companies (1.4%)
SPDR Trust Series I		5,395		472
Total Investment Companies (Cost $764)				472
Total Investments (Cost $19,693) — 98.9%				32,299
Other assets in excess of liabilities — 1.1%				359
NET ASSETS — 100.0%			$	32,658

(a)  Rate represents the effective yield at purchase.

(b)  Non-income producing security.

(c)  Investment in affiliate and represents 0.0% of net assets.

REIT — Real Estate Investment Trust

See notes to financial statements.

25

The Victory Portfolios  Schedule of Portfolio Investments — continuedStock Index FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

	Number of Contracts		Value
Futures Contracts (10.7%):
S&P 500 Index, expiring June 19, 2009		16	$	3,480
Total Futures Contracts (Cost $3,015)			$	3,480

See notes to financial statements.

26

The Victory Portfolios  Schedule of Portfolio InvestmentsEstablished Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (4.7%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	11,229	$	11,229
Total Commercial Paper (Amortized Cost $11,229)				11,229
Common Stocks (96.0%)
Automotive Parts (3.7%):
BorgWarner, Inc. (b)		123,000		3,561
Eaton Corp. (b)		61,000		2,672
Magna International, Inc., Class A (b)		78,000		2,649
				8,882
Banks (1.9%):
Cullen/Frost Bankers, Inc.		95,000		4,474
Brokerage Services (1.6%):
Waddell & Reed Financial, Inc., Class A		171,000		3,832
Chemicals (1.7%):
PPG Industries, Inc. (b)		93,000		4,097
Commercial Services (3.7%):
Cintas Corp. (b)		176,000		4,516
SAIC, Inc. (c)		235,000		4,254
				8,770
Computers & Peripherals (3.2%):
CACI International, Inc., Class A (c)		94,000		3,718
Perot Systems Corp., Class A (b) (c)		282,000		3,965
				7,683
Containers & Packaging (4.2%):
Owens-Illinois, Inc. (b) (c)		136,000		3,317
Packaging Corp. of America		269,000		4,269
Pactiv Corp. (b) (c)		117,000		2,558
				10,144
Cosmetics & Toiletries (3.3%):
Estee Lauder Cos., Class A (b)		134,000		4,007
Kimberly-Clark Corp.		79,000		3,882
				7,889
Electronics (3.4%):
Hubbell, Inc., Class B		87,000		2,889
Johnson Controls, Inc. (b)		280,600		5,334
				8,223
Food Distributors, Supermarkets & Wholesalers (2.1%):
Safeway, Inc.		253,000		4,997
Food Processing & Packaging (1.7%):
ConAgra, Inc.		233,000		4,124
Human Resources (1.3%):
Hewitt Associates, Inc., Class A (c)		95,000		2,979

See notes to financial statements.

27

The Victory Portfolios  Schedule of Portfolio Investments — continuedEstablished Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Insurance (13.4%):
Alleghany Corp. (c)		13,260	$	3,364
Brown & Brown, Inc.		135,000		2,627
Chubb Corp.		92,000		3,583
Cincinnati Financial Corp. (b)		153,000		3,664
Everest Re Group Ltd.		42,000		3,135
First American Corp.		101,000		2,836
Hanover Insurance Group, Inc.		64,000		1,919
HCC Insurance Holdings, Inc.		129,000		3,086
Markel Corp. (c)		14,500		4,161
UnumProvident Corp.		220,000		3,595
				31,970
Internet Business Services (1.9%):
Symantec Corp. (b) (c)		260,000		4,485
Machine — Diversified (2.4%):
Dover Corp.		74,000		2,278
Kennametal, Inc.		173,000		3,538
				5,816
Manufacturing — Diversified (3.1%):
Parker Hannifin Corp. (b)		93,500		4,240
Pentair, Inc.		121,000		3,224
				7,464
Manufacturing — Miscellaneous (1.6%):
ITT Industries, Inc. (b)		94,000		3,855
Medical Supplies (1.5%):
Covidien Ltd.		106,000		3,496
Oil & Gas Exploration — Production & Services (4.9%):
Cimarex Energy Co. (b)		173,000		4,654
Devon Energy Corp.		36,000		1,867
Newfield Exploration Co. (c)		76,400		2,382
Unit Corp. (b) (c)		102,000		2,783
				11,686
Oil Companies — Integrated (1.4%):
Occidental Petroleum Corp.		59,000		3,321
Oil Marketing & Refining (1.1%):
Valero Energy Corp.		136,000		2,698
Paint, Varnishes & Enamels (1.4%):
The Sherwin-Williams Co.		60,000		3,398
Pharmaceuticals (2.4%):
AmerisourceBergen Corp.		110,000		3,700
Omnicare, Inc. (b)		76,000		1,954
				5,654
Pipelines (1.4%):
National Fuel Gas Co. (b)		104,000		3,402
Railroads (0.9%):
Burlington Northern Santa Fe Corp.		30,000		2,024

See notes to financial statements.

28

The Victory Portfolios  Schedule of Portfolio Investments — continuedEstablished Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Real Estate Investment Trusts (1.8%):
Annaly Capital Management, Inc. (b)		307,000	$	4,319
Restaurants (2.1%):
Darden Restaurants, Inc. (b)		65,000		2,403
Yum! Brands, Inc.		81,000		2,701
				5,104
Retail — Apparel/Shoe (1.6%):
Gap, Inc.		238,000		3,698
Retail — Discount (1.5%):
BJ's Wholesale Club, Inc. (c)		110,000		3,667
Semiconductors (6.7%):
Analog Devices, Inc. (b)		144,000		3,064
KLA-Tencor Corp. (b)		181,000		5,021
Lam Research Corp. (c)		143,000		3,987
Novellus Systems, Inc. (b) (c)		218,000		3,937
				16,009
Software & Computer Services (1.3%):
Sybase, Inc. (b) (c)		91,000		3,090
Staffing (1.3%):
Robert Half International, Inc. (b)		127,000		3,051
Toys (1.0%):
Hasbro, Inc.		90,000		2,399
Transportation Services (2.7%):
Con-way, Inc. (b)		149,500		3,705
Tidewater, Inc. (b)		61,000		2,638
				6,343
Utilities — Electric (1.0%):
Pinnacle West Capital Corp. (b)		90,000		2,464
Utilities — Natural Gas (5.9%):
Energen Corp.		149,000		5,382
Sempra Energy (b)		97,000		4,464
WGL Holdings, Inc. (b)		135,000		4,204
				14,050
Total Common Stocks (Cost $212,581)				229,557
Short-Term Securities Held as Collateral for Securities Lending (25.7%)
Pool of various securities for Victory Funds	$	61,582		61,455
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $61,582)				61,455
Total Investments (Cost $285,392) — 126.4%				302,241
Liabilities in excess of other assets — (26.4)%				(63,195	)
NET ASSETS — 100.0%			$	239,046

(a)  Rate represents the effective yield at purchase.

(b)  A portion or all of the security was held on loan.

(c)  Non-income producing security.

See notes to financial statements.

29

Statements of Assets and Liabilities

The Victory Portfolios   April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Value Fund			Stock Index Fund			Established Value Fund
ASSETS:
Investments, at value (Cost $145,324, $19,693 and $285,392) (a)	$	132,409		$	32,299		$	302,241
Cash		50			95			50
Cash held as collateral for futures		—			360			—
Interest and dividends receivable		234			43			296
Receivable for capital shares issued		57			3			201
Receivable for investments sold		279			—			1,643
Receivable from Adviser		6			8			—
Net receivable for variation margin on futures contracts		—			4			—
Prepaid expenses		25			15			23
Total Assets		133,060			32,827			304,454
LIABILITIES:
Payable for investments purchased		1,391			3			3,239
Payable for capital shares redeemed		4			131			309
Payable for return of collateral received		19,308			—			61,582
Accrued expenses and other payables:
Investment advisory fees		67			7			110
Administration fees		8			3			18
Custodian fees		2			—			2
Transfer agent fees		5			10			—
Trustee fees		—			—			—
Shareholder servicing fees		5			5			14
12b-1 fees		1			—			64
Other accrued expenses		20			10			70
Total Liabilities		20,811			169			65,408
NET ASSETS:
Capital		185,618			64,641			230,874
Undistributed net investment income		210			46			223
Accumulated net realized losses from investments and futures		(60,664	)		(45,100	)		(8,900	)
Net unrealized appreciation (depreciation) on investments and futures		(12,915	)		13,071			16,849
Net Assets	$	112,249		$	32,658		$	239,046
Net Assets
Class A Shares	$	24,231		$	21,837		$	77,225
Class C Shares		705			—			—
Class R Shares		2,017			10,821			161,821
Class I Shares		85,296			—			—
Total	$	112,249		$	32,658		$	239,046
Shares (unlimited number of shares authorized with a par value of $0.001 per share)
Class A Shares		3,086			1,670			4,273
Class C Shares		91			—			—
Class R Shares		258			828			9,017
Class I Shares		10,903			—			—
Total		14,338			2,498			13,290
Net asset value, offering (except Class A Shares) and redemption price per share: (b)
Class A Shares	$	7.85		$	13.08		$	18.07
Class C Shares (c)	$	7.74			—			—
Class R Shares	$	7.82		$	13.06		$	17.94
Class I Shares	$	7.82			—			—
Maximum sales charge — Class A Shares		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share —
Class A Shares	$	8.33		$	13.88		$	19.17

(a)  Value Fund and Established Value Fund includes securities on loan of $18,657 and $59,825, respectively.

(b)  Per share amounts 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.

See notes to financial statements.

30

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Value Fund			Stock Index Fund			Established Value Fund
Investment Income:
Interest income	$	3		$	3		$	17
Dividend income		1,971			466			2,730
Total Income		1,974			469			2,747
Expenses:
Investment advisory fees		413			41			633
Administration fees		53			16			103
Shareholder servicing fees — Class A Shares		30			17			83
Shareholder servicing fees — Class R Shares		—			14			—
12b-1 fees — Class C Shares		4			—			—
12b-1 fees — Class R Shares		5			—			374
Custodian fees		10			11			16
Transfer agent fees		10			3			20
Transfer agent fees — Class A Shares		5			6			44
Transfer agent fees — Class C Shares		—	(a)		—			—
Transfer agent fees — Class R Shares		1			7			45
Transfer agent fees — Class I Shares		3			—			—
Trustees' fees		6			2			11
Legal and audit fees		7			2			15
State registration and filing fees		19			11			17
Other expenses		17			22			47
Total Expenses		583			152			1,408
Expenses waived/reimbursed by Adviser		(19	)		(25	)		—
Net Expenses		564			127			1,408
Net Investment Income		1,410			342			1,339
Realized/Unrealized Gains (Losses) from Investment Transactions and Futures:
Net realized gains (losses) from investment transactions		(36,379	)		1,658			(5,967	)
Net realized losses from futures transactions		—			(1,536	)		—
Net change in unrealized appreciation/depreciation on investments and futures		19,774			(3,961	)		8,566
Net realized/unrealized gains (losses) from investments and futures		(16,605	)		(3,839	)		2,599
Change in net assets resulting from operations	$	(15,195	)	$	(3,497	)	$	3,938

(a)  Rounds to less than $1,000.

See notes to financial statements.

31

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Value Fund						Stock Index Fund						Established Value Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	1,410		$	2,891		$	342		$	842		$	1,339		$	963
Net realized gains (losses) from investment transactions		(36,379	)		(23,917	)		1,658			3,848			(5,967	)		(2,917	)
Net realized gains (losses) from futures		—			—			(1,536	)		(888	)		—			—
Change in unrealized appreciation/depreciation   on investments and futures		19,774			(60,683	)		(3,961	)		(28,156	)		8,566			(96,839	)
Change in net assets resulting from operations		(15,195	)		(81,709	)		(3,497	)		(24,354	)		3,938			(98,793	)
Distributions to Shareholders:
From net investment income:
Class A Shares		(270	)		(484	)		(246	)		(614	)		(441	)		(152	)
Class C Shares		(6	)		(4	)		—			—			—			—
Class R Shares		(20	)		(27	)		(111	)		(233	)		(813	)		(667	)
Class I Shares		(1,083	)		(2,298	)		—			—			—			—
From net realized gains:
Class A Shares		—			(4,258	)		—			—			—			(1,296	)
Class C Shares		—			(68	)		—			—			—			—
Class R Shares		—			(375	)		—			—			—			(30,022	)
Class I Shares		—			(16,418	)		—			—			—			—
Change in net assets resulting from distributions to shareholders		(1,379	)		(23,932	)		(357	)		(847	)		(1,254	)		(32,137	)
Change in net assets from capital transactions		(2,495	)		6,993			(4,079	)		(5,746	)		14,337			61,709
Change in net assets		(19,069	)		(98,648	)		(7,933	)		(30,947	)		17,021			(69,221	)
Net Assets:
Beginning of period		131,318			229,966			40,591			71,538			222,025			291,246
End of period	$	112,249		$	131,318		$	32,658		$	40,591		$	239,046		$	222,025
Undistributed (distributions in excess of) net investment income	$	210		$	179		$	46		$	61		$	223		$	138

See notes to financial statements.

32

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Value Fund						Stock Index Fund						Established Value Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	2,638		$	11,352		$	2,169		$	6,451		$	39,006		$	73,069
Dividends reinvested		260			4,665			238			599			375			1,401
Cost of shares redeemed		(3,740	)		(11,452	)		(5,687	)		(12,676	)		(20,838	)		(10,863	)
Total Class A Shares	$	(842	)	$	4,565		$	(3,280	)	$	(5,626	)	$	18,543		$	63,607
Class C Shares
Proceeds from shares issued	$	248		$	631			—			—			—			—
Dividends reinvested		4			44			—			—			—			—
Cost of shares redeemed		(262	)		(134	)		—			—			—			—
Total Class C Shares	$	(10	)	$	541			—			—			—			—
Class R Shares
Proceeds from shares issued	$	535		$	191		$	2,108		$	4,358		$	11,595		$	18,982
Dividends reinvested		18			381			110			227			736			28,416
Cost of shares redeemed		(424	)		(762	)		(3,017	)		(4,705	)		(16,537	)		(49,296	)
Total Class R Shares	$	129		$	(190	)	$	(799	)	$	(120	)	$	(4,206	)	$	(1,898	)
Class I Shares
Proceeds from shares issued	$	3,584		$	7,154			—			—			—			—
Dividends reinvested		1,083			18,716			—			—			—			—
Cost of shares redeemed		(6,439	)		(23,793	)		—			—			—			—
Total Class I Shares	$	(1,772	)	$	2,077			—			—			—			—
Change in net assets from capital transactions	$	(2,495	)	$	6,993		$	(4,079	)	$	(5,746	)	$	14,337		$	61,709
Share Transactions:
Class A Shares
Issued		352			919			172			333			2,354			3,221
Reinvested		34			341			19			30			23			56
Redeemed		(507	)		(933	)		(444	)		(644	)		(1,272	)		(517	)
Total Class A Shares		(121	)		327			(253	)		(281	)		1,105			2,760
Class C Shares
Issued		31			57			—			—			—			—
Reinvested		1			3			—			—			—			—
Redeemed		(35	)		(12	)		—			—			—			—
Total Class C Shares		(3	)		48			—			—			—			—
Class R Shares
Issued		64			15			175			221			700			821
Reinvested		3			28			9			11			46			1,134
Redeemed		(55	)		(59	)		(246	)		(238	)		(1,034	)		(2,115	)
Total Class R Shares		12			(16	)		(62	)		(6	)		(288	)		(160	)
Class I Shares
Issued		490			581			—			—			—			—
Reinvested		143			1,374			—			—			—			—
Redeemed		(879	)		(1,919	)		—			—			—			—
Total Class I Shares		(246	)		36			—			—			—			—
Change in shares		(358	)		395			(315	)		(287	)		817			2,600

See notes to financial statements.

33

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Value Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.96		$	16.12		$	16.43		$	13.62		$	12.85		$	11.41
Investment Activities:
Net investment income		0.10			0.16			0.23			0.07			0.12			0.10
Net realized and unrealized gains (losses) on investments		(1.12	)		(5.68	)		1.89			2.81			0.78			1.45
Total from Investment Activities		(1.02	)		(5.52	)		2.12			2.88			0.90			1.55
Distributions:
Net investment income		(0.09	)		(0.16	)		(0.10	)		(0.07	)		(0.13	)		(0.11	)
Net realized gains from investments		—			(1.48	)		(2.33	)		—			—			—
Total Distributions		(0.09	)		(1.64	)		(2.43	)		(0.07	)		(0.13	)		(0.11	)
Net Asset Value, End of Period	$	7.85		$	8.96		$	16.12		$	16.43		$	13.62		$	12.85
Total Return (excludes sales charge) (a)		(11.40	)%		(37.68	)%		14.77	%(b)		21.22	%		7.00	%		13.70	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	24,231		$	28,744		$	46,436		$	219,428		$	199,406		$	227,185
Ratio of expenses to average net assets (c)		1.28	%		1.22	%		1.19	%		1.22	%		1.26	%		1.25	%
Ratio of net investment income to average net assets (c)		2.31	%		1.31	%		0.84	%		0.48	%		0.91	%		0.80	%
Ratio of expenses to average net assets (c) (d)		1.28	%		1.22	%		1.19	%		1.22	%		1.29	%		1.25	%
Ratio of net investment income to average net assets (c) (d)		2.31	%		1.31	%		0.84	%		0.48	%		0.88	%		0.80	%
Portfolio turnover (e)		52	%		140	%		104	%		104	%		110	%		86	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

34

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Value Fund
	Class C Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.84		$	15.93		$	16.30		$	13.56		$	12.83		$	11.40
Investment Activities:
Net investment income (loss)		0.06			0.06			—	(a)		(0.05	)		0.02			0.05
Net realized and unrealized gains (losses) on investments		(1.10	)		(5.60	)		1.98			2.79			0.78			1.44
Total from Investment Activities		(1.04	)		(5.54	)		1.98			2.74			0.80			1.49
Distributions:
Net investment income		(0.06	)		(0.07	)		(0.02	)		—			(0.07	)		(0.06	)
Net realized gains from investments		—			(1.48	)		(2.33	)		—			—			—
Total Distributions		(0.06	)		(1.55	)		(2.35	)		—			(0.07	)		(0.06	)
Net Asset Value, End of Period	$	7.74		$	8.84		$	15.93		$	16.30		$	13.56		$	12.83
Total Return (excludes contingent deferred sales charge) (b)		(11.74	)%		(38.14	)%		13.86	%(c)		20.21	%		6.24	%		13.13	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	705		$	832		$	727		$	982		$	792		$	334
Ratio of expenses to average net assets (d)		2.00	%		2.00	%		2.00	%		2.00	%		2.00	%		1.75	%
Ratio of net investment income (loss) to average net assets (d)		1.59	%		0.53	%		(0.03	)%		(0.32	)%		(0.08	)%		0.36	%
Ratio of expenses to average net assets (d) (e)		3.02	%		3.48	%		3.25	%		2.77	%		3.39	%		4.63	%
Ratio of net investment income (loss) to average net assets (d) (e)		0.57	%		(0.95	)%		(1.27	)%		(1.09	)%		1.47	%		(2.52	)%
Portfolio turnover (f)		52	%		140	%		104	%		104	%		110	%		86	%

(a)  Less than $0.01 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

35

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Value Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.92		$	16.05		$	16.41		$	13.60		$	12.83		$	11.39
Investment Activities:
Net investment income		0.07			0.12			0.06			0.02			0.08			0.06
Net realized and unrealized gains (losses) on investments		(1.10	)		(5.66	)		1.98			2.81			0.77			1.45
Total from Investment Activities		(1.03	)		(5.54	)		2.04			2.83			0.85			1.51
Distributions:
Net investment income		(0.07	)		(0.11	)		(0.07	)		(0.02	)		(0.08	)		(0.07	)
Net realized gains from investments		—			(1.48	)		(2.33	)		—			—			—
Total Distributions		(0.07	)		(1.59	)		(2.40	)		(0.02	)		(0.08	)		(0.07	)
Net Asset Value, End of Period	$	7.82		$	8.92		$	16.05		$	16.41		$	13.60		$	12.83
Total Return (a)		(11.48	)%		(37.91	)%		14.21	%(b)		20.80	%		6.64	%		13.32	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	2,017		$	2,190		$	4,204		$	4,465		$	5,036		$	7,267
Ratio of expenses to average net assets (c)		1.60	%		1.60	%		1.60	%		1.59	%		1.60	%		1.50	%
Ratio of net investment income to average net assets (c)		1.98	%		0.93	%		0.40	%		0.12	%		0.64	%		0.54	%
Ratio of expenses to average net assets (c) (d)		1.96	%		1.81	%		1.75	%		1.77	%		1.78	%		1.90	%
Ratio of net investment income to average net assets (c) (d)		1.62	%		0.72	%		0.24	%		(0.06	)%		0.46	%		0.14	%
Portfolio turnover (e)		52	%		140	%		104	%		104	%		110	%		86	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

36

The Victory Portfolios  Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Value Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.93		$	16.07		$	15.32
Investment Activities:
Net investment income		0.10			0.20			0.02
Net realized and unrealized gains (losses) on investments		(1.11	)		(5.66	)		0.79
Total from Investment Activities		(1.01	)		(5.46	)		0.81
Distributions:
Net investment income		(0.10	)		(0.20	)		(0.06	)
Net realized gains from investments		—			(1.48	)		—
Total Distributions		(0.10	)		(1.68	)		(0.06	)
Net Asset Value, End of Period	$	7.82		$	8.93		$	16.07
Total Return (b)		(11.28	)%		(37.48	)%		5.31	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	85,296		$	99,552		$	178,599
Ratio of expenses to average net assets (c)		0.93	%		0.93	%		0.91	%
Ratio of net investment income to average net assets (c)		2.66	%		1.59	%		0.90	%
Ratio of expenses to average net assets (c) (d)		0.96	%		0.93	%		0.91	%
Ratio of net investment income to average net assets (c) (d)		2.63	%		1.59	%		0.90	%
Portfolio turnover rate (e)		52	%		140	%		104	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

37

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Stock Index Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	14.43		$	23.08		$	20.47		$	17.85		$	16.78		$	15.59
Investment Activities:
Net investment income		0.14			0.30			0.31			0.25			0.27			0.16
Net realized and unrealized gains (losses) on investments		(1.35	)		(8.65	)		2.63			2.62			1.07			1.19
Total from Investment Activities		(1.21	)		(8.35	)		2.94			2.87			1.34			1.35
Distributions:
Net investment income		(0.14	)		(0.30	)		(0.33	)		(0.25	)		(0.27	)		(0.16	)
Total Distributions		(0.14	)		(0.30	)		(0.33	)		(0.25	)		(0.27	)		(0.16	)
Net Asset Value, End of Period	$	13.08		$	14.43		$	23.08		$	20.47		$	17.85		$	16.78
Total Return (excludes sales charge) (a)		(8.36	)%		(36.53	)%		14.46	%(b)		16.17	%		7.98	%		8.69	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	21,837		$	27,759		$	50,880		$	60,631		$	73,971		$	88,330
Ratio of expenses to average net assets (c)		0.70	%		0.70	%		0.66	%		0.70	%		0.70	%		0.69	%
Ratio of net investment income to average net assets (c)		2.09	%		1.51	%		1.43	%		1.29	%		1.48	%		0.96	%
Ratio of expenses to average net assets (c) (d)		0.84	%		0.74	%		0.66	%		0.85	%		0.85	%		0.86	%
Ratio of net investment income to average net assets (c) (d)		1.95	%		1.47	%		1.43	%		1.14	%		1.33	%		0.79	%
Portfolio turnover (e)		9	%		4	%		12	%		5	%		8	%		3	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

38

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Stock Index Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	14.42		$	23.06		$	20.45		$	17.83		$	16.77		$	15.57
Investment Activities:
Net investment income		0.11			0.26			0.28			0.21			0.22			0.11
Net realized and unrealized gains (losses) on investments		(1.35	)		(8.64	)		2.62			2.62			1.07			1.21
Total from Investment Activities		(1.24	)		(8.38	)		2.90			2.83			1.29			1.32
Distributions:
Net investment income		(0.12	)		(0.26	)		(0.29	)		(0.21	)		(0.23	)		(0.12	)
Total Distributions		(0.12	)		(0.26	)		(0.29	)		(0.21	)		(0.23	)		(0.12	)
Net Asset Value, End of Period	$	13.06		$	14.42		$	23.06		$	20.45		$	17.83		$	16.77
Total Return (a)		(8.52	)%		(36.65	)%		14.28	%(b)		15.96	%		7.71	%		8.50	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	10,821		$	12,832		$	20,658		$	20,230		$	17,456		$	18,282
Ratio of expenses to average net assets (c)		0.90	%		0.90	%		0.81	%		0.89	%		0.90	%		0.94	%
Ratio of net investment income to average net assets (c)		1.88	%		1.31	%		1.27	%		1.08	%		1.23	%		0.70	%
Ratio of expenses to average net assets (c) (d)		1.07	%		0.93	%		0.81	%		1.10	%		1.17	%		1.38	%
Ratio of net investment income to average net assets (c) (d)		1.71	%		1.28	%		1.27	%		0.87	%		0.96	%		0.26	%
Portfolio turnover (e)		9	%		4	%		12	%		5	%		8	%		3	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

39

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Established Value Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	17.90		$	29.70		$	30.50		$	29.31		$	27.91		$	26.67
Investment Activities:
Net investment income		0.11			0.12			0.09			0.14			0.04			0.09
Net realized and unrealized gains (losses) on investments		0.17			(8.61	)		4.41			4.24			4.32			3.40
Total from Investment Activities		0.28			(8.49	)		4.50			4.38			4.36			3.49
Distributions:
Net investment income		(0.11	)		(0.12	)		(0.10	)		(0.17	)		(0.05	)		(0.05	)
Net realized gains from investments		—			(3.19	)		(5.20	)		(3.02	)		(2.91	)		(2.20	)
Total Distributions		(0.11	)		(3.31	)		(5.30	)		(3.19	)		(2.96	)		(2.25	)
Net Asset Value, End of Period	$	18.07		$	17.90		$	29.70		$	30.50		$	29.31		$	27.91
Total Return (excludes sales charge) (a)		1.63	%		(31.79	)%		17.34	%(b)		16.49	%		16.92	%		14.17	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	77,225		$	56,715		$	12,129		$	11,146		$	7,112		$	23,505
Ratio of expenses to average net assets (c)		1.19	%		1.12	%		1.13	%		1.23	%		1.21	%		1.11	%
Ratio of net investment income to average net assets (c)		1.36	%		0.57	%		0.33	%		0.49	%		0.36	%		0.33	%
Ratio of expenses to average net assets (c) (d)		1.19	%		1.12	%		1.13	%		1.23	%		1.27	%		1.13	%
Ratio of net investment income to average net assets (c) (d)		1.36	%		0.57	%		0.33	%		0.49	%		0.30	%		0.31	%
Portfolio turnover (e)		29	%		75	%		35	%		49	%		22	%		45	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

40

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Established Value Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	17.77		$	29.49		$	30.33		$	29.15		$	27.80		$	26.61
Investment Activities:
Net investment income		0.10			0.08			0.05			0.12			0.02			0.02
Net realized and unrealized gains (losses) on investments		0.16			(8.54	)		4.38			4.21			4.27			3.41
Total from Investment Activities		0.26			(8.46	)		4.43			4.33			4.29			3.43
Distributions:
Net investment income		(0.09	)		(0.07	)		(0.07	)		(0.13	)		(0.03	)		(0.04	)
Net realized gains from investments		—			(3.19	)		(5.20	)		(3.02	)		(2.91	)		(2.20	)
Total Distributions		(0.09	)		(3.26	)		(5.27	)		(3.15	)		(2.94	)		(2.24	)
Net Asset Value, End of Period	$	17.94		$	17.77		$	29.49		$	30.33		$	29.15		$	27.80
Total Return (a)		1.51	%		(31.90	)%		17.17	%(b)		16.41	%		16.70	%		13.93	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	161,821		$	165,310		$	279,117		$	278,132		$	280,125		$	290,445
Ratio of expenses to average net assets (c)		1.36	%		1.29	%		1.27	%		1.32	%		1.36	%		1.34	%
Ratio of net investment income to average net assets (c)		1.19	%		0.33	%		0.19	%		0.43	%		0.09	%		0.10	%
Ratio of expenses to average net assets (c) (d)		1.36	%		1.29	%		1.27	%		1.32	%		1.40	%		1.37	%
Ratio of net investment income to average net assets (c) (d)		1.19	%		0.33	%		0.19	%		0.43	%		0.05	%		0.07	%
Portfolio turnover (e)		29	%		75	%		35	%		49	%		22	%		45	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

41

The Victory Portfolios  Schedule of Portfolio InvestmentsSpecial Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (4.8%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	44,138	$	44,138
Total Commercial Paper (Amortized Cost $44,138)				44,138
Common Stocks (95.4%)
Aerospace/Defense (1.2%):
Hexcel Corp. (b) (c)		1,184,469		11,359
Agricultural Operations (1.0%):
Archer-Daniels-Midland Co.		385,323		9,487
Automotive Parts (2.8%):
BorgWarner, Inc. (c)		518,275		15,004
Genuine Parts Co. (c)		301,015		10,222
				25,226
Banks (2.1%):
City National Corp. (c)		140,390		5,138
Comerica, Inc. (c)		668,200		14,019
				19,157
Beverages (1.5%):
Pepsi Bottling Group, Inc.		454,060		14,198
Brokerage Services (2.5%):
Lazard Ltd., Class A		403,285		11,010
Waters Corp. (b)		260,730		11,516
				22,526
Casinos & Gaming (0.9%):
Melco Crown Entertainment Ltd., ADR (b)		1,865,580		8,488
Chemicals (1.5%):
PPG Industries, Inc.		305,800		13,470
Commercial Services (2.1%):
Cintas Corp.		740,325		18,997
Consulting Services (1.4%):
Watson Wyatt Worldwide, Inc., Class A		240,783		12,774
Electrical Equipment (1.4%):
American Superconductor Corp. (b)		510,649		13,124
Energy — Alternative Sources (0.3%):
Covanta Holding Corp. (b)		206,444		2,913
Engineering (1.8%):
URS Corp. (b)		367,400		16,188
Financial Services (2.5%):
Affiliated Managers Group, Inc. (b)		165,765		9,424
Ameriprise Financial, Inc.		509,125		13,415
				22,839

See notes to financial statements.

42

The Victory Portfolios  Schedule of Portfolio Investments — continuedSpecial Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Food Processing & Packaging (2.6%):
H.J. Heinz Co.		317,275	$	10,920
J.M. Smucker Co.		337,837		13,311
				24,231
Home Builders (1.5%):
Pulte Homes, Inc. (c)		1,178,370		13,563
Hotels & Motels (0.6%):
Starwood Hotels & Resorts Worldwide, Inc.		265,301		5,534
Insurance (2.6%):
Aspen Insurance Holdings Ltd. (c)		462,559		10,907
PartnerRe Ltd. (c)		183,750		12,530
				23,437
Internet Business Services (0.8%):
Juniper Networks, Inc. (b)		340,500		7,372
Iron/Steel (0.7%):
Commercial Metals Co.		440,630		6,557
Machine — Diversified (1.3%):
Roper Industries, Inc. (c)		269,115		12,269
Machinery — Construction & Mining (1.4%):
Astec Industries, Inc. (b) (c)		416,485		12,836
Manufacturing — Diversified (2.3%):
Tyco International Ltd.		874,650		20,782
Manufacturing — Miscellaneous (3.4%):
Harsco Corp.		247,750		6,826
IDEX Corp.		392,532		9,911
Kaydon Corp.		244,990		7,830
Trinity Industries, Inc. (c)		444,820		6,499
				31,066
Media (1.4%):
Discovery Communications, Inc., Class A (b)		682,449		12,960
Medical Services (1.0%):
Laboratory Corp. of America Holdings (b)		145,300		9,321
Medical — Information Systems (1.3%):
Cerner Corp. (b)		217,130		11,682
Mining (1.5%):
Agnico-Eagle Mines Ltd. (c)		159,075		7,017
Cliffs Natural Resources, Inc.		273,395		6,304
				13,321
Oil & Gas Exploration — Production & Services (5.3%):
Noble Energy, Inc.		248,425		14,098
Plains Exploration & Production Co. (b)		264,100		4,984
Range Resources Corp. (c)		386,587		15,452
Ultra Petroleum Corp. (b)		331,010		14,167
				48,701

See notes to financial statements.

43

The Victory Portfolios  Schedule of Portfolio Investments — continuedSpecial Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Oilfield Services & Equipment (2.6%):
Cameron International Corp. (b)		655,380	$	16,765
Noble Corp.		245,300		6,704
				23,469
Pharmaceuticals (3.6%):
AmerisourceBergen Corp.		284,611		9,574
Perrigo Co.		473,074		12,262
Pharmaceutical Product Development, Inc.		571,187		11,201
				33,037
Real Estate Investment Trusts (3.4%):
Digital Realty Trust, Inc. (c)		313,200		11,278
Essex Property Trust, Inc. (c)		116,100		7,371
HCP, Inc. (c)		557,905		12,246
				30,895
Retail — Department Stores (3.4%):
Kohl's Corp. (b)		434,040		19,684
Nordstrom, Inc. (c)		493,025		11,157
				30,841
Retail — Specialty Stores (1.5%):
Bed Bath & Beyond, Inc. (b)		440,623		13,404
Savings & Loans (2.1%):
New York Community Bancorp, Inc. (c)		1,741,249		19,693
Semiconductors (5.1%):
Cypress Semiconductor Corp. (b)		979,510		7,767
Maxim Integrated Products, Inc. (c)		916,535		12,419
Microsemi Corp. (b) (c)		1,244,305		16,699
SunPower Corp., Class B (b) (c)		393,370		9,976
				46,861
Software & Computer Services (6.4%):
Citrix Systems, Inc. (b) (c)		642,212		18,322
F5 Networks, Inc. (b) (c)		596,450		16,265
Synopsys, Inc. (b)		853,050		18,580
VMware, Inc., Class A (b) (c)		216,291		5,641
				58,808
Staffing (1.5%):
Robert Half International, Inc. (c)		582,186		13,984
Telecommunications (1.4%):
Ciena Corp. (b) (c)		1,067,680		12,759
Telecommunications — Services & Equipment (1.5%):
Harris Corp.		462,530		14,144
Toys (1.9%):
Hasbro, Inc.		640,217		17,068

See notes to financial statements.

44

The Victory Portfolios  Schedule of Portfolio Investments — continuedSpecial Value FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Transportation Services (2.2%):
Con-way, Inc. (c)		281,308	$	6,971
Kirby Corp. (b) (c)		439,655		13,568
				20,539
Utilities — Electric (4.9%):
Edison International		563,500		16,065
MDU Resources Group, Inc.		851,189		14,956
Wisconsin Energy Corp.		337,546		13,488
				44,509
Utilities — Natural Gas (1.4%):
Southern Union Co.		800,199		12,731
Utilities — Water (0.5%):
American Water Works Co., Inc.		230,711		4,153
Wire & Cable Products (1.3%):
General Cable Corp. (b) (c)		443,517		12,037
Total Common Stocks (Cost $820,898)				873,310
Investment Companies (1.5%):
iShares Russell Midcap Index Fund (c)		218,900		13,675
Total Investment Companies (Cost $12,593)				13,675
Short-Term Securities Held as Collateral for Securities Lending (20.2%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)	$	185,459		185,078
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $185,459)				185,078
Total Investments (Cost $1,063,088) — 121.9%				1,116,201
Liabilities in excess of other assets — (21.9)%				(200,761	)
NET ASSETS — 100.0%			$	915,440

(a)  Rate represents the effective yield at purchase.

(b)  Non-income producing security.

(c)  A portion or all of the security was held on loan.

ADR — American Depositary Receipt

See notes to financial statements.

45

The Victory Portfolios  Schedule of Portfolio InvestmentsSmall Company Opportunity FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (4.2%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	13,838	$	13,838
Total Commercial Paper (Amortized Cost $13,838)				13,838
Common Stocks (95.9%)
Automotive (0.9%):
Rush Enterprises, Inc., Class A (b)		227,000		2,987
Automotive Parts (1.2%):
ATC Technology Corp. (b)		242,000		3,845
Banks (2.5%):
First Niagara Financial Group, Inc. (c)		159,000		2,153
Independent Bank Corp. (c)		153,000		3,054
Prosperity Bancshares, Inc. (c)		111,000		3,082
				8,289
Brokerage Services (0.5%):
Lazard Ltd., Class A		61,027		1,666
Building Materials (2.0%):
ABM Industries, Inc. (c)		171,300		3,001
Sterling Constructioin Co., Inc. (b)		74,000		1,389
Texas Industries, Inc. (c)		63,000		2,015
				6,405
Chemicals (3.2%):
A. Schulman, Inc. (c)		229,176		3,596
Olin Corp. (c)		262,000		3,301
Sensient Technologies Corp.		161,000		3,764
				10,661
Commercial Services (5.9%):
Checkpoint Systems, Inc. (b)		175,000		2,126
Choice Hotels International, Inc. (c)		89,000		2,664
Comfort Systems USA, Inc.		221,000		2,385
Diebold, Inc.		124,000		3,277
Hillenbrand, Inc.		92,000		1,673
Sanderson Farms, Inc. (c)		52,000		2,075
Steiner Leisure Ltd. (b) (c)		118,000		3,733
Universal Corp. (c)		47,000		1,417
				19,350
Computers & Peripherals (4.5%):
CACI International, Inc., Class A (b)		90,000		3,559
Electronics for Imaging, Inc. (b) (c)		363,000		3,565
Manhattan Associates, Inc. (b)		207,000		3,440
NETGEAR, Inc. (b)		267,000		4,275
				14,839
E-Commerce & Services (0.5%):
Monster Worldwide, Inc. (b)		130,000		1,794

See notes to financial statements.

46

The Victory Portfolios  Schedule of Portfolio Investments — continuedSmall Company Opportunity FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Electrical Components & Equipment (2.9%):
Gentex Corp.		194,000	$	2,594
GrafTech International Ltd. (b)		407,000		3,577
Littelfuse, Inc. (b)		194,000		3,180
				9,351
Electrical Equipment (0.8%):
Regal-Beloit Corp. (c)		63,000		2,560
Electronics (4.6%):
Advanced Energy Industries, Inc. (b) (c)		428,000		3,608
Analogic Corp.		58,500		2,130
Benchmark Electronics, Inc. (b)		327,000		3,967
Hubbell, Inc., Class B		83,590		2,775
Orbotech Ltd. (b)		513,000		2,616
				15,096
Financial Services (1.5%):
Knight Capital Group, Inc., Class A (b) (c)		139,000		2,153
Piper Jaffray Cos., Inc. (b) (c)		78,000		2,704
				4,857
Food Processing & Packaging (1.0%):
Corn Products International, Inc.		137,000		3,274
Health Care (1.8%):
Chemed Corp. (c)		54,000		2,286
Hill-Rom Holdings, Inc. (c)		278,000		3,608
				5,894
Insurance (7.8%):
American Financial Group, Inc.		149,000		2,619
Arthur J. Gallagher & Co.		124,000		2,788
Hanover Insurance Group, Inc.		82,000		2,458
Max Re Capital Ltd. (c)		239,000		3,955
Platinum Underwriters Holdings Ltd.		108,000		3,107
Safety Insurance Group, Inc. (c)		97,000		3,206
StanCorp Financial Group, Inc.		88,000		2,414
Stewart Information Services Corp.		106,000		2,397
Zenith National Insurance Corp.		120,000		2,735
				25,679
Internet (0.8%):
EarthLink, Inc. (b) (c)		353,000		2,676
Machine — Diversified (4.6%):
Graco, Inc.		106,000		2,501
Kadant, Inc. (b)		232,000		2,863
Kennametal, Inc.		223,000		4,560
Nordson Corp. (c)		72,000		2,612
Robbins & Myers, Inc.		137,000		2,596
				15,132

See notes to financial statements.

47

The Victory Portfolios  Schedule of Portfolio Investments — continuedSmall Company Opportunity FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Machinery — Construction & Mining (1.9%):
Astec Industries, Inc. (b) (c)		117,000	$	3,606
Layne Christensen Co. (b) (c)		126,000		2,729
				6,335
Manufacturing — Diversified (4.1%):
A.O. Smith Corp. (c)		144,000		4,477
American Woodmark Corp. (c)		92,000		1,905
Elizabeth Arden, Inc. (b)		117,000		1,013
Lincoln Electric Holdings, Inc.		74,000		3,295
Varian, Inc. (b)		83,000		2,741
				13,431
Manufacturing — Miscellaneous (1.4%):
AptarGroup, Inc.		92,500		2,870
Portec Rail Products, Inc.		221,000		1,768
				4,638
Medical Equipment & Supplies (0.6%):
STERIS Corp.		75,000		1,808
Metal Fabrication (1.1%):
Mueller Industries, Inc.		170,000		3,735
Oil & Gas Exploration — Production & Services (4.2%):
Cimarex Energy Co. (c)		151,000		4,062
Mariner Energy, Inc. (b)		295,000		3,357
St. Mary Land & Exploration Co. (c)		228,606		4,085
Whiting Petroleum Corp. (b)		73,000		2,392
				13,896
Oil Marketing & Refining (0.7%):
Holly Corp.		115,000		2,411
Oilfield Services & Equipment (3.6%):
Cal Dive International, Inc. (b) (c)		517,000		4,095
Lufkin Industries, Inc. (c)		81,000		2,827
RPC, Inc. (c)		202,000		2,161
Superior Energy Services, Inc. (b)		145,000		2,786
				11,869
Pharmaceuticals (0.6%):
West Pharmaceutical Services, Inc. (c)		57,000		1,861
Real Estate Investment Trusts (3.1%):
Healthcare Realty Trust, Inc. (c)		144,000		2,418
LaSalle Hotel Properties (c)		207,000		2,476
LTC Properties, Inc.		114,000		2,053
Washington Real Estate Investment Trust (c)		146,000		3,114
				10,061
Restaurants (1.0%):
Bob Evans Farms, Inc. (c)		132,000		3,201

See notes to financial statements.

48

The Victory Portfolios  Schedule of Portfolio Investments — continuedSmall Company Opportunity FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Retail — Apparel/Shoe (1.9%):
Brown Shoe Co., Inc. (c)		481,000	$	3,093
Maidenform Brands, Inc. (b) (c)		251,000		3,200
				6,293
Retail — Department Stores (0.4%):
Stage Stores, Inc.		100,000		1,225
Retail — Discount (1.0%):
BJ's Wholesale Club, Inc. (b)		100,000		3,334
Retail — Specialty Stores (0.8%):
Cato Corp., Class A		129,000		2,479
Schools & Educational Services (1.2%):
Universal Technical Institute, Inc. (b) (c)		287,000		4,087
Semiconductors (5.6%):
ATMI, Inc. (b)		212,000		3,347
Fairchild Semiconductor International, Inc. (b)		783,071		4,824
MKS Instruments, Inc. (b) (c)		231,500		3,623
Sigma Designs, Inc. (b) (c)		257,000		3,320
Standard Microsystems Corp. (b)		203,000		3,220
				18,334
Software & Computer Services (3.1%):
Jack Henry & Associates, Inc. (c)		175,000		3,154
MicroStrategy, Inc., Class A (b)		88,000		3,424
SRA International, Inc., Class A (b) (c)		242,000		3,724
				10,302
Staffing (4.4%):
Adminstaff, Inc. (c)		131,000		3,492
AMN Healthcare Services, Inc. (b)		473,000		3,259
Heidrick & Struggles International, Inc. (c)		162,000		2,738
Korn/Ferry International (b) (c)		248,000		2,626
MPS Group, Inc. (b)		294,000		2,364
				14,479
Transportation Services (3.6%):
Arkansas Best Corp. (c)		172,000		3,970
Celadon Group, Inc. (b) (c)		321,965		2,202
Genesee & Wyoming, Inc., Class A (b) (c)		92,000		2,760
Old Dominion Freight Line, Inc. (b) (c)		108,000		3,040
				11,972
Utilities — Electric (2.5%):
ALLETE, Inc. (c)		109,000		2,839
Black Hills Corp. (c)		100,000		1,988
Portland General Electric Co.		179,000		3,270
				8,097

See notes to financial statements.

49

The Victory Portfolios  Schedule of Portfolio Investments — continuedSmall Company Opportunity FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Utilities — Natural Gas (2.1%):
Energen Corp.		99,000	$	3,576
WGL Holdings, Inc.		102,000		3,176
				6,752
Total Common Stocks (Cost $357,484)				314,955
Short-Term Securities Held as Collateral for Securities Lending (26.3%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)	$	86,489		86,311
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $86,489)				86,311
Total Investments (Cost $457,811) — 126.4%				415,104
Liabilities in excess of other assets — (26.4)%				(86,812	)
NET ASSETS — 100.0%			$	328,292

(a)  Rate represents the effective yield at purchase.

(b)  Non-income producing security.

(c)  A portion or all of the security was held on loan.

See notes to financial statements.

50

The Victory Portfolios  Schedule of Portfolio InvestmentsLarge Cap Growth FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Commercial Paper (7.9%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	3,604	$	3,604
Total Commercial Paper (Amortized Cost $3,604)				3,604
Common Stocks (94.0%)
Apparel & Footwear (2.2%):
Coach, Inc. (b)		40,000		980
Banks (1.1%):
JPMorgan Chase & Co.		15,000		495
Biotechnology (6.0%):
Gilead Sciences, Inc. (b)		48,000		2,199
Myriad Genetics, Inc. (b)		13,000		504
				2,703
Brokerage Services (3.2%):
Charles Schwab Corp.		78,000		1,441
Chemicals (7.5%):
Monsanto Co.		25,000		2,122
Potash Corp. of Saskatchewan, Inc.		15,000		1,298
				3,420
Computers & Peripherals (5.5%):
Apple Computer, Inc. (b)		20,000		2,517
E-Commerce & Services (5.0%):
Amazon.com, Inc. (b)		22,000		1,771
Priceline.com, Inc. (b)		5,000		486
				2,257
Energy — Alternative Sources (0.4%):
SunPower Corp., Class A (b)		6,000		164
Financial Services (9.1%):
CME Group, Inc.		4,050		896
Goldman Sachs Group, Inc.		9,400		1,208
Mastercard, Inc., Class A		11,000		2,018
				4,122
Internet Business Services (8.1%):
Athenahealth Inc. (b)		30,000		954
Google, Inc., Class A (b)		5,000		1,980
Juniper Networks, Inc. (b)		35,000		758
				3,692
Medical Supplies (2.8%):
Intuitive Surgical, Inc. (b)		9,000		1,294
Oilfield Services & Equipment (3.2%):
Schlumberger Ltd.		30,000		1,470

See notes to financial statements.

51

The Victory Portfolios  Schedule of Portfolio Investments — continuedLarge Cap Growth FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Pharmaceuticals (10.6%):
Allergan, Inc.		23,000	$	1,073
Celgene Corp. (b)		42,000		1,794
Johnson & Johnson		8,000		419
Teva Pharmaceutical Industries Ltd., Sponsored ADR		35,000		1,536
				4,822
Railroads (2.7%):
Union Pacific Corp.		25,000		1,228
Retail (3.2%):
Target Corp.		35,000		1,444
Retail — Drug Stores (4.5%):
CVS Caremark Corp.		65,000		2,066
Retail — Specialty Stores (3.1%):
Lowe's Cos., Inc.		65,000		1,397
Schools & Educational Services (2.8%):
Apollo Group, Inc. (b)		20,000		1,259
Software & Computer Services (6.4%):
Activision Blizzard, Inc. (b)		110,000		1,185
Cognizant Technology Solutions Corp., Class A (b)		69,000		1,710
				2,895
Telecommunications — Services & Equipment (3.9%):
QUALCOMM, Inc.		42,000		1,777
Transportation Services (2.7%):
Expeditors International of Washington, Inc.		35,000		1,215
Total Common Stocks (Cost $36,665)				42,658
Total Investments (Cost $40,269) — 101.9%				46,262
Liabilities in excess of other assets — (1.9)%				(858	)
NET ASSETS — 100.0%			$	45,404

(a)  Rate represents the effective yield at purchase.

(b)  Non-income producing security.

ADR — American Depositary Receipt

See notes to financial statements.

52

Statements of Assets and Liabilities

The Victory Portfolios   April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Special Value Fund			Small Company Opportunity Fund			Large Cap Growth Fund
ASSETS:
Investments, at value (Cost $1,063,088, $457,811 and $40,269) (a)	$	1,116,201		$	415,104		$	46,262
Cash		50			50			3
Interest and dividends receivable		442			303			16
Receivable for capital shares issued		1,385			653			22
Receivable for investments sold		13,988			7,238			520
Receivable from Adviser		8			—			3
Prepaid expenses		56			30			25
Total Assets		1,132,130			423,378			46,851
LIABILITIES:
Payable for investments purchased		28,819			7,672			1,383
Payable for capital shares redeemed		1,368			518			23
Payable for return of collateral received		185,459			86,489			—
Accrued expenses and other payables:
Investment advisory fees		494			216			26
Administration fees		66			23			3
Custodian fees		8			8			1
Transfer agent fees		189			76			1
Trustee fees		2			1			—	(b)
Shareholder servicing fees		121			30			8
12b-1 fees		74			32			1
Other accrued expenses		90			21			1
Total Liabilities		216,690			95,086			1,447
NET ASSETS:
Capital		1,482,529			461,796			44,429
Accumulated undistributed net investment income (loss)		105			148			(81	)
Accumulated net realized losses from investments		(620,307	)		(90,945	)		(4,937	)
Net unrealized appreciation (depreciation) on investments		53,113			(42,707	)		5,993
Net Assets	$	915,440		$	328,292		$	45,404
Net Assets
Class A Shares	$	617,709		$	159,721		$	43,097
Class C Shares		36,342			—			1,677
Class R Shares		116,840			82,293			630
Class I Shares		144,549			86,278			—
Total	$	915,440		$	328,292		$	45,404
Shares (unlimited number of shares authorized with a par value of $0.001 per share)
Class A Shares		58,708			8,542			4,392
Class C Shares		3,607			—			178
Class R Shares		11,363			4,533			65
Class I Shares		13,734			4,611			—
Total		87,412			17,686			4,635
Net asset value, offering (except Class A Shares) and redemption price per share: (c)
Class A Shares	$	10.52		$	18.70		$	9.81
Class C Shares (d)	$	10.08			—		$	9.42
Class R Shares	$	10.28		$	18.15		$	9.68
Class I Shares	$	10.52		$	18.71			—
Maximum sales charge — Class A Shares		5.75	%		5.75	%		5.75	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	11.16		$	19.84		$	10.41

(a)  Special Value Fund and Small Company Opportunity Fund include securities on loan of $176,823 and $82,582, respectively.

(b)  Rounds to less than $1,000.

(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.

See notes to financial statements.

53

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Special Value Fund			Small Company Opportunity Fund			Large Cap Growth Fund
Investment Income:
Interest income	$	48		$	17		$	3
Dividend income		8,346			3,232			126
Income from securities lending, net		—			6			—
Total Income		8,394			3,255			129
Expenses:
Investment advisory fees		2,895			1,266			121
Administration fees		400			143			16
Shareholder servicing fees — Class A Shares		728			178			38
12b-1 fees — Class C Shares		172			—			6
12b-1 fees — Class R Shares		243			177			1
Custodian fees		70			38			5
Transfer agent fees		76			27			3
Transfer agent fees — Class A Shares		369			247			2
Transfer agent fees — Class C Shares		67			—			1
Transfer agent fees — Class R Shares		152			42			1
Transfer agent fees — Class I Shares		4			3			—
Trustees' fees		42			15			1
Legal and audit fees		54			20			2
State registration and filing fees		38			22			17
Other expenses		154			53			5
Total Expenses		5,464			2,231			219
Expenses waived/reimbursed by Adviser		(24	)		—			(9	)
Net Expenses		5,440			2,231			210
Net Investment Income (loss)		2,954			1,024			(81	)
Realized/Unrealized Gains (Losses) from Investment Transactions:
Net realized losses from investment transactions		(343,191	)		(71,567	)		(2,619	)
Change in unrealized appreciation/depreciation on investments		310,592			49,228			6,937
Net realized/unrealized gains (losses) from investment transactions		(32,599	)		(22,339	)		4,318
Change in net assets resulting from operations	$	(29,645	)	$	(21,315	)	$	4,237

See notes to financial statements.

54

The Victory Portfolios  Statements of Changes in Net Assets

(Amounts in Thousands)

	Special Value Fund						Small Company Opportunity Fund						Large Cap Growth Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income (loss)	$	2,954		$	2,299		$	1,024		$	563		$	(81	)	$	(72	)
Net realized loss from investment transactions		(343,191	)		(259,962	)		(71,567	)		(18,439	)		(2,619	)		(2,187	)
Net change in unrealized appreciation/depreciation   on investments		310,592			(385,843	)		49,228			(109,008	)		6,937			(3,019	)
Change in net assets resulting from operations		(29,645	)		(643,506	)		(21,315	)		(126,884	)		4,237			(5,278	)
Distributions to Shareholders:
From net investment income:
Class A Shares		(1,997	)		(1,548	)		(364	)		(115	)		—			—
Class C Shares		—			(1	)		—			—			—			—
Class R Shares		(117	)		(84	)		(193	)		—			—			—
Class I Shares		(670	)		(731	)		(517	)		(285	)		—			—
From net realized gains:
Class A Shares		—			(42,067	)		—			(8,318	)		—			—
Class C Shares		—			(2,606	)		—			—			—			—
Class R Shares		—			(6,275	)		—			(6,098	)		—			—
Class I Shares		—			(7,163	)		—			(2,716	)		—			—
Change in net assets resulting from distributions to shareholders		(2,784	)		(60,475	)		(1,074	)		(17,532	)		—			—
Change in net assets from capital transactions		17,869			514,134			12,362			163,815			31,170			8,524
Change in net assets		(14,560	)		(189,847	)		(10,027	)		19,399			35,407			3,246
Net Assets:
Beginning of period		930,000			1,119,847			338,319			318,920			9,997			6,751
End of period	$	915,440		$	930,000		$	328,292		$	338,319		$	45,404		$	9,997
Accumulated undistributed net investment income (loss)	$	105		$	(65	)	$	148		$	198		$	(81	)	$	—

See notes to financial statements.

55

The Victory Portfolios  Statements of Changes in Net Assets

(Amounts in Thousands)

	Special Value Fund						Small Company Opportunity Fund						Large Cap Growth Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	166,902		$	624,916		$	47,685		$	181,533		$	35,673		$	10,624
Dividends reinvested		1,556			36,458			251			5,821			—			—
Cost of shares redeemed		(188,804	)		(298,323	)		(46,213	)		(98,544	)		(4,936	)		(3,257	)
Total Class A Shares	$	(20,346	)	$	363,051		$	1,723		$	88,810		$	30,737		$	7,367
Class C Shares
Proceeds from shares issued	$	6,386		$	34,737			—			—		$	609		$	1,448
Dividends reinvested		—			1,356			—			—			—			—
Cost of shares redeemed		(8,186	)		(13,579	)		—			—			(130	)		(771	)
Total Class C Shares	$	(1,800	)	$	22,514			—			—		$	479		$	677
Class R Shares
Proceeds from shares issued	$	35,830		$	99,403		$	14,746		$	25,603		$	64		$	560
Dividends reinvested		92			5,191			168			5,437			—			—
Cost of shares redeemed		(17,766	)		(46,388	)		(9,880	)		(26,580	)		(110	)		(80	)
Total Class R Shares	$	18,156		$	58,206		$	5,034		$	4,460		$	(46	)	$	480
Class I Shares
Proceeds from shares issued	$	30,141		$	102,530		$	36,923		$	90,068			—			—
Dividends reinvested		640			7,882			418			2,940			—			—
Cost of shares redeemed		(8,922	)		(40,049	)		(31,736	)		(22,463	)		—			—
Total Class I Shares	$	21,859		$	70,363		$	5,605		$	70,545			—			—
Change in net assets from capital transactions	$	17,869		$	514,134		$	12,362		$	163,815		$	31,170		$	8,524
Share Transactions:
Class A Shares:
Issued		17,234			38,508			2,824			7,169			4,151			764
Reinvested		161			2,009			15			220			—			—
Redeemed		(20,540	)		(18,714	)		(2,740	)		(4,124	)		(575	)		(238	)
Total Class A Shares		(3,145	)		21,803			99			3,265			3,576			526
Class C Shares
Issued		686			2,140			—			—			71			100
Reinvested		—			77			—			—			—			—
Redeemed		(905	)		(897	)		—			—			(16	)		(57	)
Total Class C Shares		(219	)		1,320			—			—			55			43
Class R Shares
Issued		3,800			6,216			904			1,064			7			43
Reinvested		10			292			10			212			—			—
Redeemed		(1,937	)		(2,984	)		(617	)		(1,101	)		(13	)		(6	)
Total Class R Shares		1,873			3,524			297			175			(6	)		37
Class I Shares
Issued		3,189			6,496			2,132			3,546			—			—
Reinvested		66			436			25			112			—			—
Redeemed		(980	)		(2,560	)		(2,108	)		(928	)		—			—
Total Class I Shares		2,275			4,372			49			2,730			—			—
Change in shares		784			31,019			445			6,170			3,625			606

See notes to financial statements.

56

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Special Value Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.78		$	20.21		$	17.19		$	16.24		$	13.15		$	14.12
Investment Activities:
Net investment income		0.03			0.04			0.06			0.05			—	(a)		0.03
Net realized and unrealized gains (losses) on investments		(0.26	)		(8.42	)		3.90			2.53			3.16			2.05
Total from Investment Activities		(0.23	)		(8.38	)		3.96			2.58			3.16			2.08
Distributions to Shareholders:
Net investment income		(0.03	)		(0.03	)		(0.10	)		(0.05	)		(0.01	)		(0.04	)
From net realized gains from investments		—			(1.02	)		(0.84	)		(1.58	)		(0.06	)		(3.01	)
Total Distributions		(0.03	)		(1.05	)		(0.94	)		(1.63	)		(0.07	)		(3.05	)
Net Asset Value, End of Period	$	10.52		$	10.78		$	20.21		$	17.19		$	16.24		$	13.15
Total Return (excludes sales charge) (b)		(2.08	)%		(43.55	)%		24.11	%(c)		17.39	%		24.13	%		14.89	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	617,709		$	666,860		$	809,314		$	411,341		$	186,744		$	104,324
Ratio of expenses to average net assets (d)		1.27	%		1.17	%		1.17	%		1.25	%		1.30	%		1.27	%
Ratio of net investment income to average net assets (d)		0.64	%		0.25	%		0.28	%		0.31	%		(0.06	)%		0.19	%
Ratio of expenses to average net assets (d) (e)		1.27	%		1.17	%		1.17	%		1.25	%		1.33	%		1.27	%
Ratio of net investment income to average net assets (d) (e)		0.64	%		0.25	%		0.28	%		0.31	%		(0.09	)%		0.19	%
Portfolio turnover (f)		101	%		188	%		125	%		204	%		196	%		200	%

(a)  Rounds to less than $0.001 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

57

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Special Value Fund
	Class C Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.34		$	19.56		$	16.77		$	15.95		$	13.01		$	14.08
Investment Activities:
Net investment loss		(0.02	)		(0.10	)		(0.07	)		(0.06	)		(0.06	)		(0.08	)(a)
Net realized and unrealized gains (losses) on investments		(0.24	)		(8.10	)		3.74			2.46			3.06			2.04
Total from Investment Activities		(0.26	)		(8.20	)		3.67			2.40			3.00			1.96
Distributions:
Net investment income		—			—	(b)		(0.04	)		—			—			(0.02	)
Net realized gains from investments		—			(1.02	)		(0.84	)		(1.58	)		(0.06	)		(3.01	)
Total Distributions		—			(1.02	)		(0.88	)		(1.58	)		(0.06	)		(3.03	)
Net Asset Value, End of Period	$	10.08		$	10.34		$	19.56		$	16.77		$	15.95		$	13.01
Total Return (excludes contingent deferred sales charge) (c)		(2.51	)%		(44.05	)%		22.90	%(d)		16.46	%		23.12	%		14.02	%
Ratios/Supplemental Data:
Net Assets at end of period (000) (e)	$	36,342		$	39,543		$	49,026		$	18,161		$	2,331		$	440
Ratio of expenses to average net assets (e)		2.20	%		2.13	%		2.10	%		2.18	%		2.10	%		1.95	%
Ratio of net investment loss to average net assets (e)		(0.31	)%		(0.72	)%		(0.68	)%		(0.66	)%		(0.84	)%		(0.51	)%
Ratio of expenses to average net assets (e) (f)		2.34	%		2.13	%		2.10	%		2.23	%		3.16	%		3.97	%
Ratio of net investment loss to average net assets (e) (f)		(0.45	)%		(0.72	)%		(0.68	)%		(0.71	)%		(1.90	)%		(2.53	)%
Portfolio turnover (g)		101	%		188	%		125	%		204	%		196	%		200	%

(a)  Calculated using average shares for the period.

(b)  Less than $0.01 per share.

(c)  Not annualized for periods less than one year.

(d)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(e)  Annualized for periods less than one year.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

58

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Special Value Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.54		$	19.82		$	16.91		$	16.02		$	13.00		$	14.02
Investment Activities:
Net investment income (loss)		—	(a)		(0.02	)		0.01			—	(a)		(0.02	)		(0.02	)(b)
Net realized and unrealized gains (losses) on investments		(0.25	)		(8.23	)		3.81			2.49			3.11			2.03
Total from Investment Activities		(0.25	)		(8.25	)		3.82			2.49			3.09			2.01
Distributions:
Net investment income		(0.01	)		(0.01	)		(0.07	)		(0.02	)		(0.01	)		(0.02	)
Net realized gains from investments		—			(1.02	)		(0.84	)		(1.58	)		(0.06	)		(3.01	)
Total Distributions		(0.01	)		(1.03	)		(0.91	)		(1.60	)		(0.07	)		(3.03	)
Net Asset Value, End of Period	$	10.28		$	10.54		$	19.82		$	16.91		$	16.02		$	13.00
Total Return (c)		(2.35	)%		(43.73	)%		23.66	%(d)		17.03	%		23.83	%		14.50	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	116,840		$	99,985		$	118,250		$	42,234		$	10,760		$	2,318
Ratio of expenses to average net assets (e)		1.70	%		1.56	%		1.48	%		1.58	%		1.60	%		1.60	%
Ratio of net investment income (loss) to average net assets (e)		0.14	%		(0.15	)%		(0.04	)%		(0.04	)%		(0.35	)%		(0.14	)%
Ratio of expenses to average net assets (e) (f)		1.70	%		1.56	%		1.48	%		1.58	%		1.74	%		2.80	%
Ratio of net investment income (loss) to average net assets (e) (f)		0.14	%		(0.15	)%		(0.04	)%		(0.04	)%		(0.49	)%		(1.34	)%
Portfolio turnover (g)		101	%		188	%		125	%		204	%		196	%		200	%

(a)  Less than $0.01 per share.

(b)  Calculated using average shares for the period.

(c)  Not annualized for periods less than one year.

(d)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(e)  Annualized for periods less than one year.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

59

The Victory Portfolios  Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Special Value Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.79		$	20.22		$	18.93
Investment Activities:
Net investment income		0.04			0.09			0.01
Net realized and unrealized gains (losses) on investments		(0.26	)		(8.41	)		1.28
Total from Investment Activities		(0.22	)		(8.32	)		1.29
Distributions:
Net investment income		(0.05	)		(0.09	)		—
Net realized gains from investments		—			(1.02	)		—
Total Distributions		(0.05	)		(1.11	)		—
Net Asset Value, End of Period	$	10.52		$	10.79		$	20.22
Total Return (b)		(1.96	)%		(43.35	)%		6.81	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	144,549		$	123,612		$	143,257
Ratio of expenses to average net assets (c)		0.89	%		0.85	%		0.85	%
Ratio of net investment income to average net assets (c)		0.95	%		0.57	%		0.41	%
Portfolio turnover (d)		101	%		188	%		125	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

60

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Small Company Opportunity Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	19.76		$	29.09		$	31.88		$	29.44		$	30.09		$	26.39
Investment Activities:
Net investment income		0.04			0.03			0.11			0.09			0.07			0.04
Net realized and unrealized gains (losses) on investments		(1.06	)		(7.83	)		2.06			5.14			3.74			5.11
Total from Investment Activities		(1.02	)		(7.80	)		2.17			5.23			3.81			5.15
Distributions to shareholders:
Net investment income		(0.04	)		(0.02	)		(0.11	)		(0.06	)		(0.06	)		(0.05	)
From net realized gains from investments		—			(1.51	)		(4.85	)		(2.73	)		(4.40	)		(1.40	)
Total Distributions		(0.04	)		(1.53	)		(4.96	)		(2.79	)		(4.46	)		(1.45	)
Net Asset Value, End of Period	$	18.70		$	19.76		$	29.09		$	31.88		$	29.44		$	30.09
Total Return (excludes sales charge) (a)		(5.12	)%		(28.13	)%		7.33	%(b)		19.56	%		13.96	%		20.50	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	159,721		$	166,798		$	150,621		$	83,487		$	64,797		$	52,169
Ratio of expenses to average net assets (c)		1.66	%		1.53	%		1.20	%		1.11	%		1.13	%		1.15	%
Ratio of net investment income to average net assets (c)		0.52	%		0.10	%		0.29	%		0.32	%		0.25	%		0.16	%
Ratio of expenses to average net assets (c) (d)		1.66	%		1.53	%		1.20	%		1.11	%		1.18	%		1.20	%
Ratio of net investment income to average net assets (c) (d)		0.52	%		0.10	%		0.29	%		0.32	%		0.20	%		0.11	%
Portfolio turnover (e)		47	%		115	%		75	%		73	%		62	%		68	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

61

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Small Company Opportunity Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	19.19		$	28.31		$	31.19		$	28.90		$	29.66		$	26.06
Investment Activities:
Net investment income (loss)		0.05			—	(a)		0.02			—	(a)		(0.02	)		(0.01	)
Net realized and unrealized gains (losses) on investments		(1.04	)		(7.61	)		2.02			5.04			3.68			5.03
Total from Investment Activities		(0.99	)		(7.61	)		2.04			5.04			3.66			5.02
Distributions:
Net investment income		(0.05	)		—	(a)		(0.07	)		(0.02	)		(0.02	)		(0.02	)
Net realized gains from investments		—			(1.51	)		(4.85	)		(2.73	)		(4.40	)		(1.40	)
Total Distributions		(0.05	)		(1.51	)		(4.92	)		(2.75	)		(4.42	)		(1.42	)
Net Asset Value, End of Period	$	18.15		$	19.19		$	28.31		$	31.19		$	28.90		$	29.66
Total Return (b)		(5.16	)%		(28.21	)%		7.03	%(c)		19.21	%		13.61	%		20.26	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	82,293		$	81,279		$	114,983		$	95,667		$	92,320		$	95,653
Ratio of expenses to average net assets (d)		1.69	%		1.62	%		1.45	%		1.43	%		1.45	%		1.35	%
Ratio of net investment income (loss) to average net assets (d)		0.48	%		—	%(e)		0.06	%		0.01	%		(0.06	)%		(0.04	)%
Ratio of expenses to average net assets (d) (f)		1.69	%		1.62	%		1.45	%		1.43	%		1.53	%		1.54	%
Ratio of net investment income (loss) to average net assets (d) (f)		0.48	%		—	%(e)		0.06	%		0.01	%		(0.14	)%		(0.23	)%
Portfolio turnover (g)		47	%		115	%		75	%		73	%		62	%		68	%

(a)  Less than $0.01 per share.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  Rounds to less than 0.01%.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

62

The Victory Portfolios  Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Small Company Opportunity Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	19.78		$	29.10		$	28.99
Investment Activities:
Net investment income		0.09			0.13			0.02
Net realized and unrealized gains (losses) on investments		(1.06	)		(7.83	)		0.11
Total from Investment Activities		(0.97	)		(7.70	)		0.13
Distributions:
Net investment income		(0.10	)		(0.11	)		(0.02	)
Net realized gains from investments		—			(1.51	)		—
Total Distributions		(0.10	)		(1.62	)		(0.02	)
Net Asset Value, End of Period	$	18.71		$	19.78		$	29.10
Total Return (b)		(4.83	)%		(27.83	)%		0.45	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	86,278		$	90,242		$	53,316
Ratio of expenses to average net assets (c)		1.06	%		1.04	%		1.05	%
Ratio of net investment income to average net assets (c)		1.14	%		0.61	%		0.45	%
Portfolio turnover (d)		47	%		115	%		75	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

63

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Large Cap Growth Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Period Ended October 31, 2004(b)
	(Unaudited)
Net Asset Value, Beginning of Period	$	9.95		$	16.80		$	12.76		$	11.81		$	10.19		$	10.00
Investment Activities:
Net investment loss		(0.02	)		(0.05	)		(0.12	)		(0.05	)		(0.07	)		(0.04	)
Net realized and unrealized gains (losses) on investments		(0.12	)(a)		(6.80	)		4.16			1.00			1.69			0.23
Total from Investment Activities		(0.14	)		(6.85	)		4.04			0.95			1.62			0.19
Net Asset Value, End of Period	$	9.81		$	9.95		$	16.80		$	12.76		$	11.81		$	10.19
Total Return (excludes sales charge) (c)		(1.41	)%		(40.77	)%		31.66	%(d)		8.04	%		15.90	%		1.90	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	43,097		$	8,119		$	4,880		$	3,149		$	968		$	731
Ratio of expenses to average net assets (e)		1.25	%		1.39	%		1.40	%		1.39	%		1.32	%		1.15	%
Ratio of net investment loss to average net assets (e)		(0.46	)%		(0.60	)%		(0.88	)%		(0.76	)%		(0.77	)%		(0.68	)%
Ratio of expenses to average net assets (e) (f)		1.25	%		1.50	%		1.75	%		4.16	%		11.36	%		14.35	%
Ratio of net investment loss to average net assets (e) (f)		(0.46	)%		(0.71	)%		(1.23	)%		(3.53	)%		(10.81	)%		(13.88	)%
Portfolio turnover (g)		67	%		131	%		54	%		52	%		58	%		26	%

(a)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio securities during the period because of timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(b)  Class A Shares commenced operations on December 1, 2003.

(c)  Not annualized for periods less than one year.

(d)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(e)  Annualized for periods less than one year.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

64

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Large Cap Growth Fund
	Class C Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Period Ended October 31, 2004(b)
	(Unaudited)
Net Asset Value, Beginning of Period	$	9.59		$	16.32		$	12.48		$	11.64		$	10.11		$	10.00
Investment Activities:
Net investment loss		(0.04	)		(0.19	)		(0.20	)		(0.16	)		(0.08	)		(0.12	)
Net realized and unrealized gains (losses) on investments		(0.13	)(a)		(6.54	)		4.04			1.00			1.61			0.23
Total from Investment Activities		(0.17	)		(6.73	)		3.84			0.84			1.53			0.11
Net Asset Value, End of Period	$	9.42		$	9.59		$	16.32		$	12.48		$	11.64		$	10.11
Total Return (excludes contingent deferred sales charge) (c)		(1.77	)%		(41.24	)%		30.77	%(d)		7.22	%		15.13	%		1.10	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	1,677		$	1,183		$	1,305		$	781		$	548		$	34
Ratio of expenses to average net assets (e)		2.10	%		2.10	%		2.10	%		2.10	%		2.09	%		1.90	%
Ratio of net investment loss to average net assets (e)		(1.32	)%		(1.35	)%		(1.59	)%		(1.51	)%		(1.61	)%		(1.43	)%
Ratio of expenses to average net assets (e) (f)		2.89	%		2.75	%		3.64	%		5.53	%		13.55	%		28.56	%
Ratio of net investment loss to average net assets (e) (f)		(2.11	)%		(2.00	)%		(3.13	)%		(4.94	)%		(13.07	)%		(28.09	)%
Portfolio turnover (g)		67	%		131	%		54	%		52	%		58	%		26	%

(a)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio securities during the period because of timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(b)  Class C Shares commenced operations on December 31, 2003.

(c)  Not annualized for periods less than one year.

(d)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(e)  Annualized for periods less than one year.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

65

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Large Cap Growth Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Period Ended October 31, 2004(b)
	(Unaudited)
Net Asset Value, Beginning of Period	$	9.83		$	16.65		$	12.67		$	11.76		$	10.17		$	10.00
Investment Activities:
Net investment loss		(0.04	)		(0.07	)		(0.13	)		(0.07	)		(0.08	)		(0.07	)
Net realized and unrealized gains (losses) on investments		(0.11	)(a)		(6.75	)		4.11			0.98			1.67			0.24
Total from Investment Activities		(0.15	)		(6.82	)		3.98			0.91			1.59			0.17
Net Asset Value, End of Period	$	9.68		$	9.83		$	16.65		$	12.67		$	11.76		$	10.17
Total Return (c)		(1.53	)%		(40.96	)%		31.41	%(d)		7.74	%		15.63	%		1.70	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	630		$	695		$	566		$	351		$	75		$	37
Ratio of expenses to average net assets (e)		1.65	%		1.65	%		1.65	%		1.65	%		1.58	%		1.40	%
Ratio of net investment loss to average net assets (e)		(0.84	)%		(0.87	)%		(1.13	)%		(1.00	)%		(1.05	)%		(0.93	)%
Ratio of expenses to average net assets (e) (f)		3.10	%		3.28	%		4.78	%		5.39	%		26.87	%		27.47	%
Ratio of net investment loss to average net assets (e) (f)		(2.29	)%		(2.50	)%		(4.26	)%		(4.74	)%		(26.34	)%		(27.00	)%
Portfolio turnover (g)		67	%		131	%		54	%		52	%		58	%		26	%

(a)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio securities during the period because of timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

(b)  Class R Shares commenced operations on December 31, 2003.

(c)  Not annualized for periods less than one year.

(d)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(e)  Annualized for periods less than one year.

(f)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(g)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

66

The Victory Portfolios  Schedule of Portfolio InvestmentsBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Collateralized Mortgage Obligations (2.4%)
Banc of America Commercial Mortgage, Inc., Series 2005-5, Class A2, 5.00%, 10/10/45	$	114	$	112
Bear Stearns Commercial Mortgage Securities Series 2001-T0P4, Class A3 5.61%, 11/15/33		175		175
Series 2003-T10, Class A2 4.74%, 3/13/40		90		84
Chase Mortgage Finance Corp. Series 2005-A1, Class M 5.31% (a), 12/25/35		311		37
Series 2005-A2, Class M 5.43% (a), 1/25/36		212		24
Series 2007-A1, Class 1B2 4.52% (a), 2/25/37		96		6
Series 2007-A1, Class 1M 4.52% (a), 2/25/37		174		18
Series 2007-A1, Class 2B1 5.80% (a), 3/25/37		144		8
Series 2007-A2, Class 1B1 4.64% (a), 7/25/37		101		13
Series 2007-S1, Class AM 6.08%, 2/25/37		84		10
Series 2007-S1, Class B1 6.08%, 2/25/37		60		2
ChaseFlex Trust, Series 2005-2, Class 4A3, 6.00% (a), 5/25/20		125		87
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class AM, 5.92% (a), 3/15/49		95		49
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD5, Class A4, 5.89% (a), 11/15/44		215		168
Federal Home Loan Mortgage Corp., Structured Pass Through Securities, Series T-42, Class A5, 7.50%, 2/25/42		152		164
First Horizon Alternative Mortgage Securities, Series 2006-FA6, Class B1, 6.22% (a), 11/25/36		220		16
GS Mortgage Securities Corp. II, Series 2004-GG2, Class A5, 5.28% (a), 8/10/38		175		152
GSR Mortgage Loan Trust Series 2006-6F, Class M1 6.29% (a), 7/25/36		286		39
Series 2006-8F, Class B1 6.45% (a), 9/25/36		243		42
JPMorgan Mortgage Trust Series 2005-A1, Class IB1 4.91% (a), 2/25/35		260		57
Series 2005-A2, Class B1 4.81% (a), 4/25/35		313		70
Series 2005-A3, Class 1B1 4.99%, 6/25/35		300		70
Series 2005-A4, Class B1 5.19% (a), 7/25/35		205		58
Series 2005-A6, Class 1B1 5.17% (a), 9/25/35		245		44
Series 2005-A8, Class B1 5.17% (a), 11/25/35		341		79
Series 2006-A1, Class B1 5.40% (a), 2/25/36		238		22
Series 2006-A2, Class IB1 5.68% (a), 4/25/36		357		40
Series 2006-A5, Class B1 5.90% (a), 8/25/36		99		10
Series 2006-S4, Class B1 6.40% (a), 1/25/37		120		11
Series 2006-S4, Class B2 6.40% (a), 1/25/37		149		8
Series 2007-A1, Class B1 4.81% (a), 7/25/35		138		20
Series 2007-A2, Class B2 5.84% (a), 4/25/37		148		10
Series 2007-A2, Class B3 5.84% (a), 4/25/37		100		4
Series 2007-A4, Class B1 5.74% (a), 6/25/37		219		18
Series 2007-A4, Class B2 5.74% (a), 6/25/37		100		5
Merrill Lynch Mortgage Trust, Series 2005-LC1, Class A4, 5.29% (a), 1/12/44		40		34
Morgan Stanley Capital I, Series 2007-T27, Class A4, 5.80% (a), 6/13/42		210		179
Morgan Stanley Mortgage Loan Trust, Series 2004-6AR, Class CB2, 4.61% (a), 8/25/34		88		10
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-4, Class B1, 4.17% (a), 4/25/34		121		27

See notes to financial statements.

67

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A2, 5.68% (a), 5/15/43	$	80	$	76
Total Collateralized Mortgage Obligations (Cost $6,810)				2,058
Commercial Paper (5.2%)
Toyota Motor Credit Corp., 0.18% (b), 5/1/09		4,466		4,466
Total Commercial Paper (Amortized Cost $4,466)				4,466
Common Stocks (61.6%)
Aerospace/Defense (0.2%):
Boeing Co.		4,379		175
Banks (2.0%):
Northern Trust Corp.		15,200		826
PNC Financial Services Group, Inc. (c)		9,400		373
U.S. Bancorp		28,700		523
				1,722
Beverages (1.4%):
PepsiCo, Inc.		23,582		1,173
Biotechnology (1.0%):
Amgen, Inc. (d)		18,000		872
Brokerage Services (2.2%):
Charles Schwab Corp.		101,344		1,873
Computers & Peripherals (2.2%):
Dell, Inc. (d)		38,800		451
EMC Corp. (d)		111,400		1,396
				1,847
Consumer Products (0.9%):
Colgate-Palmolive Co.		13,200		779
Cosmetics & Toiletries (1.1%):
Estee Lauder Cos., Class A (c)		9,990		299
Procter & Gamble Co.		13,188		652
				951
Electronics (1.6%):
General Electric Co.		106,253		1,344
Financial Services (0.3%):
Goldman Sachs Group, Inc.		1,900		244
Food Processing & Packaging (0.4%):
H.J. Heinz Co.		9,400		324
Health Care (1.4%):
Alcon, Inc.		13,500		1,242
Home Builders (0.8%):
Toll Brothers, Inc. (c) (d)		31,986		648
Insurance (0.3%):
Prudential Financial, Inc.		9,301		269

See notes to financial statements.

68

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Internet Business Services (1.0%):
Juniper Networks, Inc. (d)		40,300	$	873
Internet Service Provider (0.8%):
Yahoo!, Inc. (d)		46,647		667
Investment Companies (1.0%):
Invesco Ltd.		59,844		881
Manufacturing — Diversified (1.6%):
Illinois Tool Works, Inc.		11,800		387
Tyco International Ltd.		42,400		1,007
				1,394
Media (0.7%):
News Corp., Class A		73,138		604
Medical Supplies (0.7%):
Intuitive Surgical, Inc. (c) (d)		4,100		589
Mining (2.0%):
Barrick Gold Corp.		35,789		1,041
Newmont Mining Corp.		16,400		660
				1,701
Oil & Gas Exploration — Production & Services (1.2%):
Anadarko Petroleum Corp.		23,765		1,023
Oil Companies — Integrated (1.0%):
Hess Corp.		16,157		885
Oilfield Services & Equipment (4.8%):
Halliburton Co.		88,836		1,796
Schlumberger Ltd.		46,798		2,293
				4,089
Paint, Varnishes & Enamels (0.6%):
The Sherwin-Williams Co.		9,000		510
Pharmaceuticals (4.2%):
Johnson & Johnson		26,700		1,398
Merck & Co., Inc.		48,800		1,183
Pfizer, Inc.		46,800		625
Teva Pharmaceutical Industries Ltd., Sponsored ADR		9,500		417
				3,623
Restaurants (1.4%):
McDonald's Corp.		23,299		1,242
Retail (2.1%):
Target Corp.		44,200		1,824
Retail — Discount (2.5%):
Wal-Mart Stores, Inc.		41,900		2,112
Retail — Drug Stores (2.2%):
CVS Caremark Corp.		58,028		1,844

See notes to financial statements.

69

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Retail — Specialty Stores (3.3%):
Bed Bath & Beyond, Inc. (d)		10,125	$	308
Lowe's Cos., Inc.		116,293		2,500
				2,808
Semiconductors (4.5%):
Intel Corp.		110,514		1,744
Lam Research Corp. (d)		24,500		683
Taiwan Semiconductor Manufacturing Co. Ltd., Sponsored ADR		139,733		1,477
				3,904
Software & Computer Services (4.8%):
Adobe Systems, Inc. (d)		39,700		1,086
Microsoft Corp.		77,700		1,574
Oracle Corp.		76,000		1,470
				4,130
Steel (1.5%):
Nucor Corp.		31,900		1,298
Transportation Services (2.1%):
United Parcel Service, Inc., Class B		35,135		1,839
Utilities — Electric (0.9%):
Exelon Corp.		16,772		774
Utilities — Telecommunications (0.9%):
AT&T, Inc.		30,500		781
Total Common Stocks (Cost $52,382)				52,858
Corporate Bonds (13.3%)
Aerospace/Defense (0.0%):
General Dynamics Corp., 4.50%, 8/15/10	$	19		20
Airlines (0.3%):
Delta Air Lines, Inc., Series 02G2, 6.42%, 7/2/12		270		219
Automotive (0.1%):
DaimlerChrysler North America Holding Corp. 7.30%, 1/15/12		27		27
8.50%, 1/18/31		22		21
				48
Banks (0.3%):
Bank of America Corp., 6.25%, 4/15/12		60		58
Fifth Third Bancorp, 4.50%, 6/1/18		73		42
Inter-American Development Bank, 4.50%, 9/15/14		70		74
International Bank Recon & Development, 7.63%, 1/19/23		15		20
Mellon Funding Corp., 6.38%, 2/15/10		85		87
Wells Fargo Co., 5.13%, 9/15/16		5		4
				285

See notes to financial statements.

70

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Beverages (0.1%):
Coca-Cola Enterprises, Inc. 8.50%, 2/1/12	$	27	$	30
8.50%, 2/1/22		25		31
				61
Building — Residential & Commercial (1.0%):
Centex Corp., 4.55%, 11/1/10		890		863
Chemicals (0.4%):
Eastman Chemical, 7.60%, 2/1/27		11		9
The Lubrizol Corp. 8.88%, 2/1/19		150		163
6.50%, 10/1/34		220		169
				341
Computers & Peripherals (0.1%):
International Business Machines Corp., 6.50%, 1/15/28		50		52
Cosmetics & Toiletries (0.1%):
Kimberly-Clark Corp. 5.00%, 8/15/13		25		26
6.25%, 7/15/18		25		27
Procter & Gamble Co., 4.95%, 8/15/14		20		21
				74
Electric Integrated (0.9%):
Cleveland Electric Illuminating Co., 5.95%, 12/15/36		205		157
Dominion Resources, Inc., Series C, 5.15%, 7/15/15		30		29
Energy East Corp., 6.75%, 9/15/33		85		68
MidAmerican Energy Holdings, 6.50%, 9/15/37		45		41
Nevada Power Co., Series V, 7.13%, 3/15/19		280		284
Potomac Electric Power Co., 4.65%, 4/15/14		125		116
PPL Electric Utilities, 6.25%, 8/15/09		85		85
Southern California Edison Co., 5.63%, 2/1/36		28		27
				807
Financial Services (0.9%):
Boeing Capital Corp., 5.80%, 1/15/13		18		19
Caterpillar Financial Service Corp. 4.50%, 6/15/09		15		15
4.60%, 1/15/14, MTN		15		14
6.13%, 2/17/14, MTN		115		117
7.15%, 2/15/19, MTN		100		98
Citigroup, Inc. 6.50%, 8/19/13 (c)		230		210
5.00%, 9/15/14		5		4
Credit Suisse First Boston USA, Inc., 6.50%, 1/15/12 (c)		75		79
General Electric Capital Corp., Series A, 6.15%, 8/7/37, MTN		40		29
Goldman Sachs Group, Inc. 6.88%, 1/15/11		36		38
5.75%, 10/1/16		70		65

See notes to financial statements.

71

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
HSBC Finance Corp., 6.75%, 5/15/11	$	52	$	51
SLM Corp., Series A, 5.63%, 1/25/25, Callable 1/25/10 @ 100, MTN		115		25
Toyota Motor Credit Corp., 4.25%, 3/15/10		30		30
Unilever Capital Corp., 5.90%, 11/15/32		18		17
				811
Food Distributors, Supermarkets & Wholesalers (0.1%):
Kroger Co., 7.50%, 4/1/31		17		19
Safeway, Inc., 7.50%, 9/15/09		32		32
				51
Forest Products & Paper (0.2%):
International Paper Co., 7.40%, 6/15/14		225		203
Health Care (0.2%):
Humana, Inc., 7.20%, 6/15/18		155		130
UnitedHealth Group, Inc., 4.88%, 3/15/15		40		37
WellPoint, Inc. 6.80%, 8/1/12		20		21
5.95%, 12/15/34		25		20
				208
Insurance (0.1%):
Cigna Corp., 7.00%, 1/15/11		10		10
Marsh & Mclennan Cos., Inc., 5.75%, 9/15/15		36		32
MetLife, Inc., 5.38%, 12/15/12		30		28
				70
Manufacturing — Diversified (0.1%):
Ingersoll-Rand Global Holding Co. Ltd., 9.50%, 4/15/14		95		99
Media (0.0%):
News America, Inc., 6.20%, 12/15/34		24		18
Time Warner, Inc., 6.88%, 5/1/12		15		16
				34
Medical Supplies (0.0%):
Cardinal Health, Inc. 6.75%, 2/15/11		15		15
5.85%, 12/15/17		30		27
				42
Metal Fabrication (0.1%):
Timken Co., 5.75%, 2/15/10		105		105
Office Furnishing (0.2%):
Steelcase, Inc., 6.50%, 8/15/11		150		148
Oil & Gas — Exploration & Production (0.4%):
Merey Sweeny LP, 8.85%, 12/18/19 (e)		207		192
Western Oil Sands, Inc., 8.38%, 5/1/12		110		118
				310
Oil Companies — Integrated (0.0%):
ConocoPhillips Co., 8.75%, 5/25/10		36		39

See notes to financial statements.

72

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Oil Marketing & Refining (0.4%):
Valero Energy Corp., 7.50%, 4/15/32	$	420	$	345
Oilfield Services & Equipment (0.3%):
Weatherford International Ltd., 7.00%, 3/15/38		325		240
Pharmaceuticals (0.1%):
Wyeth 6.95%, 3/15/11		25		27
6.50%, 2/1/34		40		40
				67
Pipelines (2.7%):
DCP Midstream LLC, 9.75%, 3/15/19 (e)		555		551
El Paso Corp., 6.75%, 5/15/09 (c)		180		180
Enbridge Energy Partners LP, 9.88%, 3/1/19 (c)		270		290
Energy Transfer Partners LP, 9.70%, 3/15/19		405		450
Enterprise Products Operating LP, 7.50%, 2/1/11		55		56
ONEOK Partners LP, 6.65%, 10/1/36		705		521
Teppco Partners LP 6.13%, 2/1/13		165		159
7.55%, 4/15/38		140		107
				2,314
Radio & Television (0.3%):
British Sky Broadcasting PLC, 8.20%, 7/15/09		150		152
Comcast Corp. 4.95%, 6/15/16		55		52
6.45%, 3/15/37		50		46
Cox Communications, Inc., 7.13%, 10/1/12		40		41
				291
Railroads (0.1%):
Burlington Northern Santa Fe, Inc. 7.13%, 12/15/10		20		21
5.75%, 3/15/18		25		25
				46
Real Estate Investment Trusts (0.5%):
Simon Property Group LP
5.00%, 3/1/12, Callable 12/2/11 @ 100		155		143
5.30%, 5/30/13		285		255
				398
Restaurants (0.7%):
Darden Restaurants, Inc. 5.63%, 10/15/12		230		220
6.80%, 10/15/37		500		370
				590
Retail — Department Stores (0.5%):
J.C. Penney Corp., Inc., 8.00%, 3/1/10		430		432

See notes to financial statements.

73

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Retail — Discount (0.1%):
Target Corp., 5.88%, 3/1/12	$	33	$	35
Wal-Mart Stores, Inc., 4.13%, 2/15/11		31		32
				67
Retail — Specialty Stores (0.5%):
Staples, Inc., 9.75%, 1/15/14 (c)		410		450
Software & Computer Services (0.0%):
Oracle Corp., 5.75%, 4/15/18		40		42
Steel (0.3%):
ArcelorMittal, 6.13%, 6/1/18		330		266
Telecommunications — Cellular (0.1%):
New Cingular Wireless Services, 8.13%, 5/1/12		23		26
Vodafone Group PLC 5.63%, 2/27/17 (c)		20		20
6.15%, 2/27/37		20		19
				65
Telecommunications — Equipment (0.0%):
Motorola, Inc., 7.63%, 11/15/10		17		17
Tobacco (0.6%):
Altria Group, Inc. 9.95%, 11/10/38		370		406
10.20%, 2/6/39		115		127
				533
Utilities — Electric (0.2%):
Dominion Resources, Inc., Series A, 5.60%, 11/15/16		50		49
Pacific Gas & Electric Co. 4.80%, 3/1/14		36		37
6.05%, 3/1/34		28		28
Progress Energy, Inc., 6.85%, 4/15/12		37		39
				153
Utilities — Telecommunications (0.3%):
British Telecom PLC, 8.63%, 12/15/10		50		52
Telecom Italia Capital S.A., 5.25%, 10/1/15		230		205
				257
Total Corporate Bonds (Cost $11,587)				11,463
Municipal Bonds (0.6%)
California (0.2%):
State Build America Bonds, GO, 7.55%, 4/1/39, AMT		145		151
Florida (0.2%):
Volusia County Sales Tax Revenue, 5.00%, 10/1/18, FSA		130		141
Illinois (0.1%):
State Taxable Pension, GO, 5.10%, 6/1/33		70		58

See notes to financial statements.

74

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
New Jersey (0.1%):
State Turnpike Authority, Build America Bonds Revenue, Series F, 7.41%, 1/1/40, AMT	$	115	$	125
Total Municipal Bonds (Cost $476)				475
U.S. Government Mortgage Backed Agencies (8.7%)
Federal Home Loan Mortgage Corp. 4.13%, 7/12/10 (c)		600		624
5.00%, 6/1/33-6/1/34		247		255
5.50%, 6/1/37		0		0
6.00%, 9/1/21		144		151
6.50%, 5/1/26-11/1/34		317		340
7.00%, 7/1/29-4/1/32		48		52
8.00%, 6/1/30		9		10
Federal National Mortgage Assoc. 4.50%, 10/1/27-4/1/37 (f)		572		585
5.00%, 11/1/33-7/1/37		1,270		1,311
5.50%, 2/1/22-2/1/35 (g)		2,035		2,119
6.00%, 10/1/29-5/1/38 (g)		1,229		1,289
6.50%, 3/1/29-9/1/37		423		453
7.00%, 12/1/27		4		4
7.50%, 11/1/29		24		26
8.00%, 11/1/19-3/1/30		79		87
8.50%, 11/1/17		5		5
10.00%, 11/1/13		10		12
10.50%, 11/1/13		14		16
11.00%, 11/1/13		17		20
General National Mortgage Assoc., 4.50%, 2/1/28 (f)		135		137
Total U.S. Government Mortgage Backed Agencies (Cost $7,219)				7,496
U.S. Treasury Obligations (7.1%)
U.S. Treasury Bonds, 4.50%, 5/15/38 (c)		155		167
U.S. Treasury Notes 2.13%, 4/30/10 (c)		688		699
4.25%, 1/15/11 (c)		1,728		1,831
1.75%, 3/31/14 (c)		698		690
2.75%, 2/15/19 (c)		2,790		2,702
Total U.S. Treasury Obligations (Cost $6,146)				6,089
Short-Term Securities Held as Collateral for Securities Lending (10.1%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)		8,724		8,706
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $8,724)				8,706
Total Investments (Cost $97,810) — 109.0%				93,611
Liabilities in excess of other assets — (9.0)%				(7,758	)
NET ASSETS — 100.0%			$	85,853

See notes to financial statements.

75

The Victory Portfolios  Schedule of Portfolio Investments — continuedBalanced FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rate represents the effective yield at purchase.

(c)  A portion or all of the security was held on loan.

(d)  Non-income producing security.

(e)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(f)  Security purchased on a "when-issued" basis.

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

ADR — American Depositary Receipt

AMT — Subject to Alternative Minimum Tax

FSA — Insured by Federal Security Assurance

GO — General Obligation

LLC — Limited Liability Co.

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

See notes to financial statements.

76

The Victory Portfolios  Schedule of Portfolio InvestmentsInvestment Grade Convertible FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Commercial Paper (1.3%)
Toyota Motor Credit Corp., 0.18% (a), 5/1/09	$	340	$	340
Total Commercial Paper (Amortized Cost $340)				340
Convertible Corporate Bonds (75.5%)
Audio & Video Products (1.4%):
Dominion Resources, Inc., Convertible Subordinated Notes, Series C, 2.13%, 12/15/23 (b)		370		384
Banks (4.3%):
National City Corp., Convertible Subordinated Notes, 4.00%, 2/1/11		460		428
U.S. Bancorp, Convertible Subordinated Notes, 0.00% (c), 12/11/35 (d)		770		707
				1,135
Beverages (0.9%):
Molson Coors Brewing Co., Convertible Subordinated Notes, 2.50%, 7/30/13		225		239
Building — Residential & Commercial (1.6%):
Fluor Corp., Convertible Subordinated Notes, 1.50%, 2/15/24, Callable Anytime @ 100		300		414
Casino Services (1.0%):
International Game Technology, Convertible Subordinated Notes, 2.60%, 12/15/36 (e)		265		257
Computers & Peripherals (5.2%):
EMC Corp., Convertible Subordinated Notes 1.75%, 12/1/13 (f)		330		339
1.75%, 12/1/13		830		853
NetApp, Inc., Convertible Subordinated Notes, 1.75%, 6/1/13 (f)		210		187
				1,379
Consumer Products (4.3%):
Hasbro, Inc., Convertible Subordinated Notes, 2.75%, 12/1/21		215		279
Johnson Controls, Inc., Convertible Subordinated Notes, 6.50%, 9/30/12		325		585
Newell Rubbermaid, Inc., Convertible Subordinated Notes, 5.50%, 3/15/14		130		190
Rayonier TRS Holdings, Inc., Convertible Subordinated Notes, 3.75%, 10/15/12		95		92
				1,146
Entertainment (2.7%):
Carnival Corp., Convertible Subordinated Notes, 2.00%, 4/15/21 (d)		736		716
Financial Services (3.8%):
Affiliated Managers Group, Inc., Convertible Subordinated Notes, 3.95%, 8/15/38, Callable 8/15/13 @ 100 (f)		475		378
HCC Insurance Holdings, Inc., Convertible Subordinated Notes, 1.30%, 4/1/23, Callable Anytime @ 100		50		54
Prudential Financial, Inc., Convertible Subordinated Notes, 0.00% (c), 12/15/37 (d)		595		586
				1,018

See notes to financial statements.

77

The Victory Portfolios  Schedule of Portfolio Investments — continuedInvestment Grade Convertible FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Health Care (5.1%):
Allergan, Inc., Convertible Subordinated Notes, 1.50%, 4/1/26, Callable 4/5/11 @ 100	$	420	$	429
Medtronic, Inc., Convertible Subordinated Notes 1.63%, 4/15/13 (f)		840		757
1.63%, 4/15/13		200		180
				1,366
Machinery — Diversified (0.8%):
Ingersoll-Rand Co. Ltd., Convertible Subordinated Notes, 4.50%, 4/15/12		140		196
Textron, Inc., Convertible Subordinated Notes, 4.50%, 5/1/13 (g)		11		12
				208
Manufacturing — Miscellaneous (4.8%):
3M Co., Convertible Subordinated Notes, 0.00% (c), 11/21/32 (d)		703		543
Alcoa, Inc., Convertible Subordinated Notes, 5.25%, 3/15/14 (h)		235		370
Danaher Corp., Convertible Subordinated Notes, 0.00%, 1/22/21 (e)		395		355
				1,268
Mining (3.6%):
Newmont Mining Corp., Convertible Subordinated Notes 3.00%, 2/15/12		35		42
1.63%, 7/15/17 (f)		850		924
				966
Oil & Gas Exploration — Production & Services (6.4%):
Nabors Industries, Inc., Convertible Subordinated Notes, 0.94%, 5/15/11		550		500
Transocean, Inc., Convertible Subordinated Notes Series A, 1.63%, 12/15/37 (d)		305		284
Series B, 1.50%, 12/15/37 (d)		650		574
Series C, 1.50%, 12/15/37 (d)		420		359
				1,717
Oil Marketing & Refining (0.9%):
Sunoco, Inc., Convertible Subordinated Notes, 6.75%, 6/15/12		190		248
Oilfield Services & Equipment (4.1%):
Cameron International Corp., Convertible Subordinated Notes, 2.50%, 6/15/26, Callable 6/20/11 @ 100		510		555
Schlumberger Ltd., Convertible Subordinated Notes 2.13%, 6/1/23 (b) (f)		90		125
2.13%, 6/1/23 (b)		300		415
				1,095
Pharmaceuticals (6.4%):
Alza Corp., Convertible Subordinated Notes, 2.55%, 7/28/20 (e)		612		541
Teva Pharmaceutical Finance LLC, Convertible Subordinated Notes Series C 0.25%, 2/1/26		700		731
1.75%, 2/1/26		150		163
Wyeth, Convertible Subordinated Notes, 0.97% (c), 1/15/24 (b)		275		272
				1,707

See notes to financial statements.

78

The Victory Portfolios  Schedule of Portfolio Investments — continuedInvestment Grade Convertible FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares or Principal Amount		Value
Pipelines (1.3%):
CenterPoint Energy, Inc., Convertible Subordinated Notes, 6.00%, 3/15/12 (d)	$	373	$	355
Railroads (0.6%):
CSX Corp., Convertible Subordinated Notes, 0.00%, 10/30/21 (e)		140		151
Real Estate Investment Trusts (6.5%):
Hospitality Properties Trust, Convertible Subordinated Notes, 3.80%, 3/15/27, Callable 3/20/12 @ 100		460		357
ProLogis Trust, Convertible Subordinated Notes, 2.25%, 4/1/37, Callable 4/5/12 @ 100 (d)		840		600
Vornado Realty Trust, Convertible Subordinated Notes, 3.63%, 11/15/26 (d)		870		776
				1,733
Retail — Specialty Stores (1.7%):
Best Buy Co., Inc., Convertible Subordinated Notes, 2.25%, 1/15/22 (e)		465		462
Semiconductors (2.9%):
Intel Corp., Convertible Subordinated Notes, 2.95%, 12/15/35		909		779
Telecommunications — Services & Equipment (3.3%):
Nextel Communications, Inc., Convertible Subordinated Notes, 5.25%, 1/15/10 (d)		888		871
Transportation Services (1.9%):
GATX Corp., Convertible Subordinated Notes, 5.00%, 8/15/23		400		496
Total Convertible Corporate Bonds (Cost $21,071)				20,110
Convertible Preferred Stocks (21.0%)
Banks (3.5%):
Bank of America Corp., Series L, 7.25%		1,621		935
Chemicals (0.7%):
Celanese Corp., 4.25%		6,440		184
Consumer Products (2.1%):
Archer Daniels Midland Co., 6.25%		16,865		565
Energy (1.4%):
Chesapeake Energy Corp., 4.50%		6,152		383
Financial Services (5.8%):
Fifth Third Bancorp, Series G, 8.50%		3,760		218
Legg Mason, Inc., 7.00%		4,785		103
Newell Financial Trust I, 5.25%		20,400		464
Wells Fargo & Co., Series L, Class A, 7.50%		1,238		765
				1,550
Office Equipment & Supplies (0.2%):
Avery Dennison Corp., 7.88%		1,418		43
Pharmaceuticals (3.4%):
Schering-Plough Corp., 6.00%		4,250		898
Real Estate Investment Trusts (1.2%):
Simon Property Group, Inc., 6.00%		6,820		311

See notes to financial statements.

79

The Victory Portfolios  Schedule of Portfolio Investments — continuedInvestment Grade Convertible FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Shares		Value
Savings & Loans (2.7%):
New York Community Capital Trust V, 6.00%		13,685	$	445
Sovereign Capital Trust IV, 4.38%		14,200		281
				726
Total Convertible Preferred Stocks (Cost $7,348)				5,595
Total Investments (Cost $28,759) — 97.8%				26,045
Other assets in excess of liabilities — 2.2%				580
NET ASSETS — 100.0%			$	26,625

(a)  Rate represents the effective yield at purchase.

(b)  Continuously callable with 20 days notice.

(c)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(d)  Continuously callable with 30 days notice.

(e)  Continuously callable with 15 days notice.

(f)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

(g)  Security purchased on a "when-issued" basis.

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

LLC — Limited Liability Co.

See notes to financial statements.

80

Statements of Assets and Liabilities

The Victory Portfolios   April 30, 2009

(Amounts in Thousands, Except Per Share Amounts)  (Unaudited)

	Balanced Fund			Investment Grade Convertible Fund
ASSETS:
Investments, at value (Cost $97,810 and $28,759) (a)	$	93,611		$	26,045
Cash		139			50
Interest and dividends receivable		413			148
Receivable for capital shares issued		5			6
Receivable for investments sold		3,711			482
Receivable from Adviser		8			1
Prepaid expenses		26			14
Total Assets		97,913			26,746
LIABILITIES:
Payable for investments purchased		3,239			80
Payable for capital shares redeemed		8			9
Payable for return of collateral received		8,724			—
Accrued expenses and other payables:
Investment advisory fees		41			16
Administration fees		6			2
Custodian fees		4			1
Transfer agent fees		4			2
Shareholder servicing fees		6			4
12b-1 fees		2			—
Other accrued expenses		26			7
Total Liabilities		12,060			121
NET ASSETS:
Capital		111,735			37,086
Accumulated undistributed net investment income (loss)		(9	)		652
Accumulated net realized losses from investments		(21,674	)		(8,399	)
Net unrealized depreciation on investments		(4,199	)		(2,714	)
Net Assets	$	85,853		$	26,625
Net Assets
Class A Shares	$	27,612		$	17,978
Class C Shares		775			—
Class R Shares		3,342			—
Class I Shares		54,124			8,647
Total	$	85,853		$	26,625
Shares (unlimited number of shares authorized with a par value of $0.001 per share)
Class A Shares		2,839			2,060
Class C Shares		80			—
Class R Shares		344			—
Class I Shares		5,573			991
Total		8,836			3,051
Net asset value, offering (except Class A Shares) and redemption price per share: (b)
Class A Shares	$	9.73		$	8.73
Class C Shares (c)	$	9.68			—
Class R Shares	$	9.72			—
Class I Shares	$	9.71		$	8.73
Maximum sales charge — Class A Shares		5.75	%		2.00	%
Maximum offering price (100%/(100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share — Class A Shares	$	10.32		$	8.91

(a)  Balanced Fund includes securities on loan of $8,403.

(b)  Per share amounts 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.

See notes to financial statements.

81

Statements of Operations

The Victory Portfolios  For the Six Months Ended April 30, 2009

(Amounts in Thousands)  (Unaudited)

	Balanced Fund			Investment Grade Convertible Fund
Investment Income:
Interest income	$	973		$	589
Dividend income		606			—
Income from securities lending, net		4			—
Total Income		1,583			589
Expenses:
Investment advisory fees		247			96
Administration fees		39			12
Shareholder servicing fees — Class A Shares		32			22
12b-1 fees — Class C Shares		3			—
12b-1 fees — Class R Shares		7			—
Custodian fees		18			3
Transfer agent fees		7			2
Transfer agent fees — Class A Shares		3			1
Transfer agent fees — Class R Shares		1			—
Transfer agent fees — Class I Shares		2			—	(a)
Trustees' fees		4			1
Legal and audit fees		6			1
State registration and filing fees		22			10
Other expenses		28			13
Total Expenses		419			161
Expenses waived/reimbursed by Adviser		(25	)		(4	)
Net Expenses		394			157
Net Investment Income		1,189			432
Realized/Unrealized Gains (Losses) from Investment Transactions:
Net realized losses from investment transactions		(16,771	)		(3,532	)
Net realized gains from swaps		29			—
Change in unrealized appreciation/depreciation on investments and swaps		12,215			5,212
Net realized/unrealized gains (losses) from investments and swaps		(4,527	)		1,680
Change in net assets resulting from operations	$	(3,338	)	$	2,112

(a)  Rounds to less than $1,000.

See notes to financial statements.

82

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Balanced Fund						Investment Grade Convertible Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
From Investment Activities:
Operations:
Net investment income	$	1,189		$	2,738		$	432		$	976
Net realized loss from investment transactions and swaps		(16,742	)		(4,441	)		(3,532	)		(4,397	)
Change in unrealized appreciation/ depreciation on investments and swaps		12,215			(29,999	)		5,212			(14,522	)
Change in net assets resulting from operations		(3,338	)		(31,702	)		2,112			(17,943	)
Distributions to Shareholders:
From net investment income:
Class A Shares		(401	)		(843	)		(158	)		(2,120	)
Class C Shares		(7	)		(7	)		—			—
Class R Shares		(41	)		(64	)		—			—
Class I Shares		(940	)		(1,989	)		(74	)		(827	)
From net realized gains:
Class A Shares		—			(4,499	)		—			(3,874	)
Class C Shares		—			(56	)		—			—
Class R Shares		—			(387	)		—			—
Class I Shares		—			(8,598	)		—			(972	)
Change in net assets resulting from distributions to shareholders		(1,389	)		(16,443	)		(232	)		(7,793	)
Change in net assets from capital transactions		(638	)		1,760			(2,452	)		(11,207	)
Change in net assets		(5,365	)		(46,385	)		(572	)		(36,943	)
Net Assets:
Beginning of period		91,218			137,603			27,197			64,140
End of period	$	85,853		$	91,218		$	26,625		$	27,197
Accumulated undistributed net investment income (loss)	$	(9	)	$	191		$	652		$	452

See notes to financial statements.

83

The Victory Portfolios   Statements of Changes in Net Assets

(Amounts in Thousands)

	Balanced Fund						Investment Grade Convertible Fund
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Six Months Ended April 30, 2009			Year Ended October 31, 2008
	(Unaudited)						(Unaudited)
Capital Transactions:
Class A Shares
Proceeds from shares issued	$	3,970		$	3,290		$	3,250		$	3,537
Dividends reinvested		378			5,132			143			5,712
Cost of shares redeemed		(3,797	)		(10,360	)		(3,637	)		(25,527	)
Total Class A Shares	$	551		$	(1,938	)	$	(244	)	$	(16,278	)
Class C Shares
Proceeds from shares issued	$	415		$	285			—			—
Dividends reinvested		5			42			—			—
Cost of shares redeemed		(60	)		(255	)		—			—
Total Class C Shares	$	360		$	72			—			—
Class R Shares
Proceeds from shares issued	$	931		$	1,084			—			—
Dividends reinvested		36			442			—			—
Cost of shares redeemed		(362	)		(1,126	)		—			—
Total Class R Shares	$	605		$	400			—			—
Class I Shares
Proceeds from shares issued	$	1,699		$	6,330		$	1,721		$	7,560
Dividends reinvested		940			10,587			74			1,799
Cost of shares redeemed		(4,793	)		(13,691	)		(4,003	)		(4,288	)
Total Class I Shares	$	(2,154	)	$	3,226		$	(2,208	)	$	5,071
Change in net assets from capital transactions	$	(638	)	$	1,760		$	(2,452	)	$	(11,207	)
Share Transactions:
Class A Shares
Issued		431			255			400			289
Reinvested		41			381			18			451
Redeemed		(406	)		(807	)		(442	)		(2,153	)
Total Class A Shares		66			(171	)		(24	)		(1,413	)
Class C Shares
Issued		43			23			—			—
Reinvested		1			3			—			—
Redeemed		(6	)		(21	)		—			—
Total Class C Shares		38			5			—			—
Class R Shares
Issued		97			86			—			—
Reinvested		4			33			—			—
Redeemed		(38	)		(89	)		—			—
Total Class R Shares		63			30			—			—
Class I Shares
Issued		184			497			211			629
Reinvested		101			788			9			146
Redeemed		(519	)		(1,110	)		(501	)		(369	)
Total Class I Shares		(234	)		175			(281	)		406
Change in Shares		(67	)		39			(305	)		(1,007	)

See notes to financial statements.

84

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Balanced Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.26		$	15.54		$	13.89		$	12.58		$	12.08		$	11.24
Investment Activities:
Net investment income		0.14			0.27			0.28			0.21			0.20			0.17
Net realized and unrealized gains (losses) on investments and swaps		(0.52	)		(3.74	)		1.78			1.32			0.53			0.88
Total from Investment Activities		(0.38	)		(3.47	)		2.06			1.53			0.73			1.05
Distributions:
Net investment income		(0.15	)		(0.28	)		(0.26	)		(0.22	)		(0.23	)		(0.21	)
Net realized gains from investments		—			(1.53	)		(0.15	)		—			—			—
Total Distributions		(0.15	)		(1.81	)		(0.41	)		(0.22	)		(0.23	)		(0.21	)
Net Asset Value, End of Period	$	9.73		$	10.26		$	15.54		$	13.89		$	12.58		$	12.08
Total Return (excludes sales charge) (a)		(3.67	)%		(24.92	)%		15.11	%(b)		12.25	%		6.08	%		9.37	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	27,612		$	28,442		$	45,744		$	121,807		$	128,543		$	124,494
Ratio of expenses to average net assets (c)		1.18	%		1.15	%		1.09	%		1.18	%		1.21	%		1.26	%
Ratio of net investment income to average net assets (c)		2.89	%		2.07	%		1.87	%		1.55	%		1.62	%		1.42	%
Ratio of expenses to average net assets (c) (d)		1.18	%		1.15	%		1.09	%		1.18	%		1.27	%		1.30	%
Ratio of net investment income to average net assets (c) (d)		2.89	%		2.07	%		1.87	%		1.55	%		1.56	%		1.38	%
Portfolio turnover (e)		117	%		201	%		171	%		153	%		127	%		134	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

85

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Balanced Fund
	Class C Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.21		$	15.49		$	13.87		$	12.56		$	12.06		$	11.22
Investment Activities:
Net investment income		0.12			0.16			0.14			0.11			0.10			0.12
Net realized and unrealized gains (losses) on investments and swaps		(0.54	)		(3.73	)		1.77			1.31			0.53			0.88
Total from Investment Activities		(0.42	)		(3.57	)		1.91			1.42			0.63			1.00
Distributions:
Net investment income		(0.11	)		(0.18	)		(0.14	)		(0.11	)		(0.13	)		(0.16	)
Net realized gains from investments		—			(1.53	)		(0.15	)		—			—			—
Total Distributions		(0.11	)		(1.71	)		(0.29	)		(0.11	)		(0.13	)		(0.16	)
Net Asset Value, End of Period	$	9.68		$	10.21		$	15.49		$	13.87		$	12.56		$	12.06
Total Return (excludes contingent deferred sales charge) (a)		(4.04	)%		(25.61	)%		13.95	%(b)		11.35	%		5.25	%		8.86	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	775		$	430		$	566		$	416		$	415		$	457
Ratio of expenses to average net assets (c)		2.00	%		2.00	%		2.00	%		2.00	%		2.00	%		1.70	%
Ratio of net investment income to average net assets (c)		2.89	%		1.22	%		0.95	%		0.71	%		0.85	%		0.94	%
Ratio of expenses to average net assets (c) (d)		3.16	%		4.15	%		3.88	%		4.06	%		4.12	%		4.29	%
Ratio of net investment income to average net assets (c) (d)		1.73	%		(0.93	)%		(0.93	)%		(1.35	)%		(1.27	)%		1.65	%
Portfolio turnover (e)		117	%		201	%		171	%		153	%		127	%		134	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

86

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Balanced Fund
	Class R Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.25		$	15.54		$	13.90		$	12.59		$	12.09		$	11.25
Investment Activities:
Net investment income		0.13			0.21			0.19			0.14			0.16			0.13
Net realized and unrealized gains (losses) on investments and swaps		(0.53	)		(3.74	)		1.79			1.33			0.53			0.89
Total from Investment Activities		(0.40	)		(3.53	)		1.98			1.47			0.69			1.02
Distributions:
Net investment income		(0.13	)		(0.23	)		(0.19	)		(0.16	)		(0.19	)		(0.18	)
Net realized gains from investments		—			(1.53	)		(0.15	)		—			—			—
Total Distributions		(0.13	)		(1.76	)		(0.34	)		(0.16	)		(0.19	)		(0.18	)
Net Asset Value, End of Period	$	9.72		$	10.25		$	15.54		$	13.90		$	12.59		$	12.09
Total Return (a)		(3.86	)%		(25.31	)%		14.48	%(b)		11.78	%		5.69	%		9.09	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	3,342		$	2,882		$	3,908		$	3,800		$	4,166		$	4,247
Ratio of expenses to average net assets (c)		1.60	%		1.60	%		1.60	%		1.60	%		1.57	%		1.50	%
Ratio of net investment income to average net assets (c)		2.89	%		1.62	%		1.35	%		1.12	%		1.27	%		1.17	%
Ratio of expenses to average net assets (c) (d)		1.72	%		1.73	%		1.74	%		1.73	%		1.77	%		2.11	%
Ratio of net investment income to average net assets (c) (d)		2.77	%		1.49	%		1.20	%		0.99	%		1.07	%		0.56	%
Portfolio turnover (e)		117	%		201	%		171	%		153	%		127	%		134	%

(a)  Not annualized for periods less than one year.

(b)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

87

The Victory Portfolios  Financial Highlights — continued

For a Share Outstanding Throughout Each Period

	Balanced Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	10.24		$	15.52		$	14.80
Investment Activities:
Net investment income		0.13			0.32			0.05
Net realized and unrealized gains (losses) on investments and swaps		(0.50	)		(3.74	)		0.72
Total from Investment Activities		(0.37	)		(3.42	)		0.77
Distributions:
Net investment income		(0.16	)		(0.33	)		(0.05	)
Net realized gains from investments		—			(1.53	)		—
Total Distributions		(0.16	)		(1.86	)		(0.05	)
Net Asset Value, End of Period	$	9.71		$	10.24		$	15.52
Total Return (b)		(3.49	)%		(24.70	)%		5.22	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	54,124		$	59,464		$	87,385
Ratio of expenses to average net assets (c)		0.80	%		0.80	%		0.80	%
Ratio of net investment income to average net assets (c)		2.89	%		2.42	%		2.13	%
Ratio of expenses to average net assets (c) (d)		0.87	%		0.84	%		0.83	%
Ratio of net investment income to average net assets (c) (d)		2.82	%		2.38	%		2.10	%
Portfolio turnover (e)		117	%		201	%		171	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Not annualized for periods less than one year.

(c)  Annualized for periods less than one year.

(d)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions had not occurred, the ratios would have been as indicated.

(e)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

88

The Victory Portfolios  Financial Highlights

For a Share Outstanding Throughout Each Period

	Investment Grade Convertible Fund
	Class A Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Year Ended October 31, 2007			Year Ended October 31, 2006			Year Ended October 31, 2005			Year Ended October 31, 2004
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.11		$	14.70		$	13.33		$	12.39		$	11.96		$	11.48
Investment Activities:
Net investment income		0.14			0.24	(a)		0.30			0.13			0.20			0.25
Net realized and unrealized gains (losses) on investments		0.55			(4.99	)		1.47			0.98			0.41			0.49
Total from Investment Activities		0.69			(4.75	)		1.77			1.11			0.61			0.74
Distributions:
Net investment income		(0.07	)		(0.72	)		(0.09	)		(0.17	)		(0.18	)		(0.26	)
Net realized gains from investments		—			(1.12	)		(0.31	)		—			—			—
Total Distributions		(0.07	)		(1.84	)		(0.40	)		(0.17	)		(0.18	)		(0.26	)
Net Asset Value, End of Period	$	8.73		$	8.11		$	14.70		$	13.33		$	12.39		$	11.96
Total Return (excludes sales charge) (b)		8.61	%		(36.34	)%		13.61	%(c)		9.04	%		5.15	%		6.42	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	17,978		$	16,895		$	51,413		$	62,237		$	63,571		$	68,448
Ratio of expenses to average net assets (d)		1.33	%		1.25	%		1.24	%		1.36	%		1.37	%		1.34	%
Ratio of net investment income to average net assets (d)		3.37	%		1.99	%		1.69	%		1.02	%		1.60	%		2.10	%
Ratio of expenses to average net assets (d) (e)		1.33	%		1.25	%		1.24	%		1.36	%		1.40	%		1.34	%
Ratio of net investment income to average net assets (d) (e)		3.37	%		1.99	%		1.69	%		1.02	%		1.57	%		2.10	%
Portfolio turnover (f)		19	%		44	%		44	%		49	%		44	%		52	%

(a)  Calculated using average shares for the period.

(b)  Not annualized for periods less than one year.

(c)  During the year ended October 31, 2007, Victory Capital Management ("VCM") paid the Fund monies pursuant to an agreement reached among the Fund, BISYS (effective August 1, 2007, BISYS' parent company, BISYS Group Inc., was acquired by Citibank N.A.) and VCM relating to certain expenditures that, among other things, supported distribution of Fund shares. Had this payment not been made, the total return would have been 0.07% lower.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

89

The Victory Portfolios  Financial Highlights — continued

(For a Share Outstanding Throughout Each Period)

	Investment Grade Convertible Fund
	Class I Shares
	Six Months Ended April 30, 2009			Year Ended October 31, 2008			Period Ended October 31, 2007(a)
	(Unaudited)
Net Asset Value, Beginning of Period	$	8.10		$	14.69		$	14.08
Investment Activities:
Net investment income		0.13			0.25	(b)		0.04
Net realized and unrealized gains (losses) on investments		0.58			(4.96	)		0.59
Total from Investment Activities		0.71			(4.71	)		0.63
Distributions:
Net investment income		(0.08	)		(0.76	)		(0.02	)
Net realized gains from investments		—			(1.12	)		—
Total Distributions		(0.08	)		(1.88	)		(0.02	)
Net Asset Value, End of Period	$	8.73		$	8.10		$	14.69
Total Return (c)		8.82	%		(36.17	)%		4.45	%
Ratios/Supplemental Data:
Net Assets at end of period (000)	$	8,647		$	10,302		$	12,727
Ratio of expenses to average net assets (d)		1.00	%		1.00	%		1.00	%
Ratio of net investment income to average net assets (d)		3.37	%		2.09	%		1.84	%
Ratio of expenses to average net assets(d) (e)		1.08	%		1.04	%		1.08	%
Ratio of net investment income to average net assets (d) (e)		3.29	%		2.05	%		1.76	%
Portfolio turnover (f)		19	%		44	%		44	%

(a)  Class I Shares commenced operations on August 31, 2007.

(b)  Calculated using average shares for the period.

(c)  Not annualized for periods less than one year.

(d)  Annualized for periods less than one year.

(e)  During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.

(f)  Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

See notes to financial statements.

90

The Victory Portfolios  Schedule of Portfolio InvestmentsCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Collateralized Mortgage Obligations (7.0%)
Banc of America Commercial Mortgage, Inc., Series 2005-5, Class A2, 5.00%, 10/10/45	$	406	$	399
Bear Stearns Commercial Mortgage Securities Series 2001-T0P4, Class A3 5.61%, 11/15/33		690		692
Series 2003-T10, Class A2 4.74%, 3/13/40		360		336
Chase Mortgage Finance Corp. Series 2005-A1, Class M 5.31% (a), 12/25/35		854		100
Series 2005-A2, Class M 5.43% (a), 1/25/36		958		107
Series 2007-A1, Class 1B2 4.52% (a), 2/25/37		304		18
Series 2007-A1, Class 1M 4.52% (a), 2/25/37		681		70
Series 2007-A1, Class 2B1 5.80% (a), 3/25/37		550		33
Series 2007-A2, Class 1B1 4.64% (a), 7/25/37		327		43
Series 2007-A2, Class 1M 4.64% (a), 7/25/37		96		20
Series 2007-A2, Class 2M 4.64% (a), 7/25/37		101		10
Series 2007-S1, Class AM 6.08%, 2/25/37		345		42
Series 2007-S1, Class B1 6.08%, 2/25/37		253		8
ChaseFlex Trust, Series 2005-2, Class 4A3, 6.00% (a), 5/25/20		446		312
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class AM, 5.92% (a), 3/15/49		385		199
Citigroup/Deutsche Bank Commercial Mortgage Trust, Series 2007-CD5, Class A4, 5.89% (a), 11/15/44		765		596
Fannie Mae Whole Loan, Series 2002-W7, Class A5, 7.50%, 2/25/29		461		499
Federal Home Loan Mortgage Corp., Structured Pass Through Securities, Series T-42, Class A5, 7.50%, 2/25/42		286		308
First Horizon Alternative Mortgage Securities, Series 2006-FA6, Class B1, 6.22% (a), 11/25/36		928		66
GS Mortgage Securities Corp. II, Series 2004-GG2, Class A5, 5.28% (a), 8/10/38		630		548
GSR Mortgage Loan Trust Series 2006-2F, Class B2 5.86% (a), 2/25/36		547		34
Series 2006-6F, Class M1 6.29% (a), 7/25/36		245		33
Series 2006-8F, Class B1 6.45% (a), 9/25/36		783		134
Series 2006-9F, Class M1 6.42% (a), 10/25/36		387		77
JPMorgan Mortgage Trust Series 2005-A1, Class IB1 4.91% (a), 2/25/35		982		217
Series 2005-A2, Class B1 4.81% (a), 4/25/35		1,240		279
Series 2005-A3, Class 1B1 4.99%, 6/25/35		754		177
Series 2005-A4, Class B1 5.19% (a), 7/25/35		768		216
Series 2005-A5, Class IB1 5.11% (a), 8/25/35		446		134
Series 2005-A6, Class 1B1 5.17% (a), 9/25/35		1,039		188
Series 2005-A8, Class B1 5.17% (a), 11/25/35		1,361		316
Series 2006-A1, Class B1 5.40% (a), 2/25/36		499		46
Series 2006-A2, Class IB1 5.68% (a), 4/25/36		1,398		155
Series 2006-A5, Class B1 5.90% (a), 8/25/36		740		72
Series 2006-S4, Class B1 6.40% (a), 1/25/37		477		43
Series 2006-S4, Class B2 6.40% (a), 1/25/37		630		35
Series 2007-A1, Class B1 4.81% (a), 7/25/35		578		83
Series 2007-A2, Class B2 5.84% (a), 4/25/37		549		36
Series 2007-A2, Class B3 5.84% (a), 4/25/37		245		9
Series 2007-A4, Class B1 5.74% (a), 6/25/37		807		67
Series 2007-A4, Class B2 5.74% (a), 6/25/37		289		15
Series 2007-A4, Class B3 5.74% (a), 6/25/37		239		7

See notes to financial statements.

91

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Merrill Lynch Mortgage Trust, Series 2005-LC1, Class A4, 5.29% (a), 1/12/44	$	790	$	680
Morgan Stanley Capital I, Series 2007-T27, Class A4, 5.80% (a), 6/13/42		835		710
Morgan Stanley Mortgage Loan Trust, Series 2004-6AR, Class CB2, 4.61% (a), 8/25/34		328		39
Structured Adjustable Rate Mortgage Loan Trust, Series 2004-4, Class B1, 4.17% (a), 4/25/34		351		77
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A2, 5.68% (a), 5/15/43		275		261
Total Collateralized Mortgage Obligations (Cost $26,810)				8,546
Commercial Paper (1.6%)
Toyota Motor Credit Corp., 0.18% (b), 5/1/09		2,018		2,018
Total Commercial Paper (Amortized Cost $2,018)				2,018
Corporate Bonds (42.2%)
Airlines (0.7%):
Delta Air Lines, Inc., Series 02G2, 6.42%, 7/2/12		1,015		822
Automotive (0.2%):
DaimlerChrysler North America Holding Corp. 7.30%, 1/15/12		138		140
8.50%, 1/18/31		80		75
				215
Banks (1.9%):
Bank of America Corp., 6.25%, 4/15/12		315		306
European Investment Bank 4.63%, 3/21/12		235		251
4.63%, 5/15/14		493		522
Fifth Third Bancorp, 4.50%, 6/1/18		260		149
Inter-American Development Bank, 4.50%, 9/15/14		264		278
Landwirtschaftliche Rentenbank, Series 7, 3.75%, 6/15/09		395		396
Mellon Funding Corp., 6.38%, 2/15/10		270		275
Wells Fargo Co., 5.13%, 9/15/16		205		180
				2,357
Beverages (0.2%):
Coca-Cola Enterprises, Inc. 8.50%, 2/1/12		141		158
8.50%, 2/1/22		85		106
				264
Building — Residential & Commercial (3.0%):
Centex Corp., 4.55%, 11/1/10		3,850		3,735
Chemicals (1.2%):
The Lubrizol Corp. 8.88%, 2/1/19		645		700
6.50%, 10/1/34		960		737
				1,437

See notes to financial statements.

92

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Computers & Peripherals (0.1%):
International Business Machines Corp., 6.50%, 1/15/28	$	135	$	141
Cosmetics & Toiletries (0.2%):
Kimberly-Clark Corp. 5.00%, 8/15/13		110		115
6.25%, 7/15/18		90		96
Procter & Gamble Co., 4.95%, 8/15/14		80		86
				297
Electric Integrated (2.9%):
Cleveland Electric Illuminating Co., 5.95%, 12/15/36		880		672
Dominion Resources, Inc., Series C, 5.15%, 7/15/15		115		112
Energy East Corp., 6.75%, 9/15/33		380		304
MidAmerican Energy Holdings, 6.50%, 9/15/37		150		136
Nevada Power Co., Series V, 7.13%, 3/15/19		1,215		1,232
Potomac Electric Power Co., 4.65%, 4/15/14		550		510
PPL Electric Utilities, 6.25%, 8/15/09		370		373
Southern California Edison Co., 5.63%, 2/1/36		180		171
				3,510
Electronics (0.2%):
General Electric Co., 5.00%, 2/1/13		235		241
Financial Services (3.1%):
Boeing Capital Corp. 6.10%, 3/1/11		90		95
5.80%, 1/15/13		69		73
Caterpillar Financial Service Corp. 4.50%, 6/15/09		60		60
4.60%, 1/15/14, MTN		50		48
6.13%, 2/17/14, MTN		465		474
7.15%, 2/15/19, MTN		440		432
Citigroup, Inc. 6.50%, 8/19/13		990		903
5.00%, 9/15/14		200		137
Credit Suisse First Boston USA, Inc., 6.50%, 1/15/12		370		388
General Electric Capital Corp., Series A, 6.15%, 8/7/37, MTN		210		149
Goldman Sachs Group, Inc. 6.88%, 1/15/11		157		164
5.75%, 10/1/16		305		285
HSBC Finance Corp., 6.75%, 5/15/11		233		229
SLM Corp., Series A, 5.63%, 1/25/25, Callable 1/25/10 @ 100, MTN		425		94
Toyota Motor Credit Corp. 4.25%, 3/15/10		116		118
4.35%, 12/15/10		1		1
Unilever Capital Corp., 5.90%, 11/15/32		100		96
				3,746
Food Distributors, Supermarkets & Wholesalers (0.2%):
Kroger Co., 7.50%, 4/1/31		85		93
Safeway, Inc., 7.50%, 9/15/09		120		122
				215

See notes to financial statements.

93

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Forest Products & Paper (0.7%):
International Paper Co., 7.40%, 6/15/14	$	970	$	875
Health Care (0.6%):
Humana, Inc., 7.20%, 6/15/18		565		475
UnitedHealth Group, Inc., 4.88%, 3/15/15		130		122
WellPoint, Inc. 6.80%, 8/1/12		75		77
5.95%, 12/15/34		100		79
				753
Insurance (0.4%):
Allstate Life Global Funding Trust, 4.50%, 5/29/09		96		96
Cigna Corp., 7.00%, 1/15/11		45		44
Cincinnati Financial Corp., 6.13%, 11/1/34		140		91
Marsh & Mclennan Cos., Inc., 5.75%, 9/15/15		117		104
MetLife, Inc., 5.38%, 12/15/12		110		105
				440
Manufacturing — Diversified (0.4%):
Ingersoll-Rand Global Holding Co. Ltd., 9.50%, 4/15/14		415		434
Media (0.1%):
News America, Inc., 6.20%, 12/15/34		90		68
Time Warner, Inc., 6.88%, 5/1/12		64		67
				135
Medical Supplies (0.1%):
Cardinal Health, Inc. 6.75%, 2/15/11		75		77
5.85%, 12/15/17		115		103
				180
Metal Fabrication (0.3%):
Timken Co., 5.75%, 2/15/10		430		430
Office Furnishing (0.5%):
Steelcase, Inc., 6.50%, 8/15/11		620		612
Oil & Gas — Exploration & Production (0.9%):
Merey Sweeny LP, 8.85%, 12/18/19 (c)		792		732
Western Oil Sands, Inc., 8.38%, 5/1/12		395		422
				1,154
Oil Companies — Integrated (0.1%):
ConocoPhillips Co., 8.75%, 5/25/10		150		161
Oil Marketing & Refining (1.2%):
Valero Energy Corp., 7.50%, 4/15/32		1,810		1,489
Oilfield Services & Equipment (0.8%):
Weatherford International Ltd., 7.00%, 3/15/38		1,410		1,043

See notes to financial statements.

94

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Pharmaceuticals (0.2%):
Wyeth 6.95%, 3/15/11	$	105	$	113
6.50%, 2/1/34		150		152
				265
Pipelines (8.1%):
DCP Midstream LLC, 9.75%, 3/15/19 (c)		2,390		2,371
El Paso Corp., 6.75%, 5/15/09		730		729
Enbridge Energy Partners LP, 9.88%, 3/1/19		1,170		1,256
Energy Transfer Partners LP, 9.70%, 3/15/19		1,760		1,955
Enterprise Products Operating LP, 7.50%, 2/1/11		220		226
ONEOK Partners LP, 6.65%, 10/1/36		3,055		2,256
Teppco Partners LP 6.13%, 2/1/13		690		665
7.55%, 4/15/38		615		471
				9,929
Radio & Television (1.0%):
British Sky Broadcasting PLC, 8.20%, 7/15/09		605		612
Comcast Corp. 4.95%, 6/15/16		215		204
6.45%, 3/15/37		165		153
Cox Communications, Inc., 7.13%, 10/1/12		273		276
				1,245
Railroads (0.5%):
Burlington Northern Santa Fe, Inc. 7.13%, 12/15/10		200		209
5.75%, 3/15/18		375		373
				582
Real Estate Investment Trusts (1.4%):
Simon Property Group LP 5.00%, 3/1/12, Callable 12/2/11 @ 100		650		602
5.30%, 5/30/13		1,220		1,090
				1,692
Restaurants (2.1%):
Darden Restaurants, Inc. 5.63%, 10/15/12		995		950
6.80%, 10/15/37		2,165		1,601
				2,551
Retail — Department Stores (1.5%):
J.C. Penney Corp., Inc., 8.00%, 3/1/10		1,852		1,862
Retail — Discount (0.2%):
Target Corp., 5.88%, 3/1/12		131		139
Wal-Mart Stores, Inc., 4.13%, 2/15/11		122		127
				266

See notes to financial statements.

95

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Retail — Specialty Stores (1.8%):
Staples, Inc., 9.75%, 1/15/14	$	1,975	$	2,167
Software & Computer Services (0.2%):
Oracle Corp., 5.75%, 4/15/18		185		196
Steel (1.3%):
ArcelorMittal, 6.13%, 6/1/18		2,000		1,612
Telecommunications — Cellular (0.2%):
New Cingular Wireless Services, 8.13%, 5/1/12		76		84
Vodafone Group PLC 5.63%, 2/27/17		90		90
6.15%, 2/27/37		95		92
				266
Telecommunications — Equipment (0.1%):
Motorola, Inc., 7.63%, 11/15/10		79		79
Tobacco (2.2%):
Altria Group, Inc. 9.95%, 11/10/38		1,915		2,102
10.20%, 2/6/39		500		551
				2,653
Utilities — Electric (0.5%):
Dominion Resources, Inc., Series A, 5.60%, 11/15/16		185		181
Pacific Gas & Electric Co. 4.80%, 3/1/14		149		153
6.05%, 3/1/34		130		131
Progress Energy, Inc., 6.85%, 4/15/12		149		158
				623
Utilities — Telecommunications (0.9%):
British Telecom PLC, 8.63%, 12/15/10		235		245
Telecom Italia Capital S.A., 5.25%, 10/1/15		1,005		893
				1,138
Total Corporate Bonds (Cost $52,178)				51,812
Municipal Bonds (1.6%)
California (0.5%):
State Build America Bonds, GO, 7.55%, 4/1/39, AMT		620		647
Florida (0.4%):
Volusia County Sales Tax Revenue, 5.00%, 10/1/18, FSA		450		487
Illinois (0.2%):
State Taxable Pension, GO, 5.10%, 6/1/33		280		231
New Jersey (0.5%):
State Turnpike Authority, Build America Bonds Revenue, Series F, 7.41%, 1/1/40, AMT		495		539
Total Municipal Bonds (Cost $1,903)				1,904

See notes to financial statements.

96

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
U.S. Government Agency Securities (0.3%)
Small Business Administration, 6.15%, 4/1/19	$	355	$	375
Total U.S. Government Agency Securities (Cost $355)				375
U.S. Government Mortgage Backed Agencies (24.0%)
Federal Home Loan Mortgage Corp. 8.00%, 6/1/17		174		186
6.00%, 9/1/21		521		547
7.50%, 4/1/28		14		16
6.50%, 8/1/29-11/1/34		1,660		1,784
7.00%, 1/1/30		9		9
5.00%, 6/1/34		1,271		1,310
Federal National Mortgage Assoc. 10.00%, 11/1/13		20		23
10.50%, 11/1/13		10		11
11.00%, 11/1/13		15		18
8.00%, 11/1/19-2/1/33		256		281
5.50%, 2/1/22-4/1/37 (d)		9,280		9,659
7.00%, 10/1/26-12/1/29		45		50
4.50%, 10/1/27-4/1/37 (e)		2,235		2,286
6.50%, 9/1/28-9/1/37		1,479		1,574
7.50%, 12/1/28-11/1/29		8		9
6.00%, 10/1/29-5/1/38		5,271		5,539
8.50%, 4/1/31		15		17
5.00%, 11/1/33-7/1/37		5,382		5,561
Government National Mortgage Assoc. 4.50%, 2/1/28 (e)		595		606
7.50%, 12/15/27-4/15/29		6		6
Total U.S. Government Mortgage Backed Agencies (Cost $28,104)				29,492
U.S. Treasury Obligations (22.4%)
U.S. Treasury Bonds, 4.50%, 5/15/38 (f)		705		759
U.S. Treasury Notes 2.13%, 4/30/10 (f)		2,745		2,790
4.25%, 1/15/11 (f)		8,436		8,938
1.75%, 3/31/14 (f)		2,275		2,249
2.75%, 2/15/19 (f)		13,145		12,732
Total U.S. Treasury Obligations (Cost $27,751)				27,468
Short-Term Securities Held as Collateral for Securities Lending (20.0%)
Pool of various securities for Victory Funds — footnote 2 (Securities Lending)		24,560		24,509
Total Short-Term Securities Held as Collateral for Securities Lending (Cost $24,560)				24,509
Total Investments (Cost $163,679) — 119.1%				146,124
Liabilities in excess of other assets — (19.1)%				(23,482	)
NET ASSETS — 100.0%			$	122,642

See notes to financial statements.

97

The Victory Portfolios  Schedule of Portfolio Investments — continuedCore Bond FundApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

(a)  Variable or Floating Rate Security. Rate disclosed is as of 4/30/09.

(b)  Rate represents the effective yield at purchase.

(c)  Rule 144A security or other security which is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees.

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

(e)  Security purchased on a "when-issued" basis.

(f)  A portion or all of the security was held on loan.

AMT — Subject to Alternative Minimum Tax

FSA — Insured by Federal Security Assurance

GO — General Obligation

LLC — Limited Liability Co.

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

See notes to financial statements.

98

The Victory Portfolios  Schedule of Portfolio InvestmentsFund for IncomeApril 30, 2009

(Amounts in Thousands, Except for Shares)  (Unaudited)

Security Description	Principal Amount		Value
Government National Mortgage Association (84.0%)
Multi-family (8.9%):
Collateralized Mortgage Obligations (4.2%):
Government National Mortgage Assoc. Series 2003-108, Class BH 7.50%, 2/16/34	$	3,695	$	3,997
Series 2003-36, Class B 7.50%, 2/16/31		128		128
Series 2003-47, Class B 8.00%, 10/16/27		2,780		2,954
Series 2003-59, Class B 7.50%, 7/16/18		859		863
Series 2003-87, Class BH 7.50%, 8/16/32		5,935		6,449
				14,391
Pass-throughs (4.7%):
Government National Mortgage Assoc. 7.88%, 7/15/21-7/15/27		4,182		4,570
7.92%, 7/15/23		661		701
8.00%, 7/15/24-8/15/31		3,954		4,138
7.95%, 4/15/25		377		396
8.25%, 4/15/27-9/15/30		658		688
8.60%, 5/15/27		529		538
7.75%, 6/15/30-11/15/38		3,058		3,237
8.13%, 6/15/41		1,932		2,031
				16,299
				30,690
Single Family (75.1%):
Collateralized Mortgage Obligations (6.5%):
Government National Mortgage Assoc. Series 1995-4, Class CQ 8.00%, 6/20/25		10		11
Series 1997-2, Class E 7.50%, 2/20/27		41		43
Series 1999-1, Class Z 6.50%, 1/20/29		4,253		4,567
Series 1999-32, Class ZB 8.00%, 9/16/29		6,780		7,502
Series 1999-41, Class Z 8.00%, 11/16/29		715		778
Series 1999-9, Class C 7.00%, 3/16/29		2,991		3,257
Series 2000-1, Class PK 8.00%, 1/16/30		174		189
Series 2000-21, Class Z 9.00%, 3/16/30		1,027		1,163
Series 2000-37, Class B 8.00%, 12/20/30		106		109
Series 2001-25, Class PE 7.00%, 5/20/31		3,743		3,959
Series 2005-72, Class H 11.50%, 11/16/17		547		619
				22,197
Pass-throughs (68.6%):
Government National Mortgage Assoc. 9.00%, 10/15/09-6/20/30		6,203		6,824
9.50%, 12/15/09-12/15/21		4,317		4,726
7.50%, 8/15/10-2/15/35		62,527		67,283
10.00%, 5/15/12-2/15/26		35,698		41,018
8.50%, 3/15/15-2/15/32		13,270		14,498
11.00%, 11/15/15-12/15/15		10		12
7.00%, 4/15/16-1/20/38		27,718		29,581

See notes to financial statements.

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The Victory Portfolios  Schedule of Portfolio Investments — continued