24F-2NT 1 tm2116444d1_24f2nt.htm 24F-2NT

		OMB APPROVAL
	UNITED STATES	OMB Number: 3235-0456
	SECURITIES AND EXCHANGE COMMISSION	Expires: May 31, 2024
	Washington, D.C. 20549	Estimated average burden
		hours per response. . . . . .4

FORM 24F-2

Annual Notice of Securities Sold

Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form.


2.	The name of each series or class of securities for which this Form is filed (If the Form is being filed for all series and classes of securities of the issuer, check the box but do not list series or classes):		¨

		VICTORY INTEGRITY DISCOVERY FUND
		VICTORY INTEGRITY MID-CAP VALUE FUND
		VICTORY INTEGRITY SMALL-CAP VALUE FUND
		VICTORY INTEGRITY SMALL/MID-CAP VALUE FUND
		VICTORY MUNDER MULTI-CAP FUND
		VICTORY S&P 500 INDEX FUND
		VICTORY MUNDER MID-CAP CORE GROWTH FUND
		VICTORY MUNDER SMALL CAP GROWTH FUND
		VICTORY TRIVALENT EMERGING MARKETS SMALL-CAP FUND
		VICTORY TRIVALENT INTERNATIONAL FUND-CORE EQUITY
		VICTORY TRIVALENT INTERNATIONAL SMALL-CAP FUND
		VICTORY INCORE TOTAL RETURN BOND FUND


3.	Investment Company Act File Number:	811-04852

	Securities Act File Number:	033-08982


4(a).	Last day of fiscal year for which this Form is filed:	June 30, 2021


4(b).		¨ Check box if this Form is being filed late (i.e., more than 90 calendar days after the end of the issuer's fiscal year). (See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the registration fee due.


4(c).		¨ Check box if this is the last time the issuer will be filing this Form.


5.	Calculation of registration fee:

	(i) Aggregate sale price of securities sold during the fiscal
	year pursuant to section 24(f):		$2,158,733,952

	(ii) Aggregate price of securities redeemed or repurchased
	during the fiscal year:	$2,328,087,195

	(iii) Aggregate price of securities redeemed or repurchased
	during any prior fiscal year ending no earlier than
	October 11, 1995 that were not previously used to reduce
	registration fees payable to the Commission:	$5,852,662,411

	(iv) Total available redemption credits [add items 5(ii) and 5(iii)]:		$8,180,749,606

	(v) Net Sales - If item 5(i) is greater than item 5(iv)
	[subtract Item 5(iv) from Item 5(i) ]:		$0

	(vi) Redemption credits available for use in future years - if Item 5(i)	($6,022,015,654)
	is less than Item 5 (iv) [subtract Item 5(iv) from Item 5(i)]:


	(vii) Multiplier for determining registration fee (See Instruction C.9):		0.0001091


	(viii) Registration fee due [multiply Item 5(v) by Item 5(vii)]	=	$0
	(enter "0" if no fee is due):


9.	Date the registration fee and any interest payment was sent to the Commission's lockbox depository:


	Method of Delivery:
	¨	Wire Transfer
	¨	Mail or other means


			SIGNATURES

		This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.


		By (Signature and Title)*	/s/ Allan Shaer

			Allan Shaer Principal Financial Officer, Victory Portfolios

		Date: 9/21/2021

			* Please print the name and title of the signing officer below the signature.

Prepaid shares

If the response to item 5(i) was determined by deducting an amount of securities that were

registered under the Securities Act of 1933 pursuant to rule 24e-2 as in effect before October 11, 1997, then report the amount of securities (number of shares or other units) deducted here: __________.

If there is a number of shares or other units that were registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year for which this form is filed that are available for use by the issuer in future fiscal years, then state that number here: __________.