Item B.1. Background information.

a. Full name of Registrant	Victory Portfolios
b. Investment Company Act file number ( e.g., 811-)	811-04852
c. CIK	0000802716
d. LEI	549300V07N3HJP1EW330

Item B.2. Address and telephone number of Registrant.

a. Street 1	4900 Tiedeman Road
Street 2	4th Floor
b. City	Brooklyn
c. State, if applicable	OHIO
d. Foreign country, if applicable	UNITED STATES OF AMERICA
e. Zip code and zip code extension, or foreign postal code	44114
f. Telephone number (including country code if foreign)	(800) 539-3863
g. Public Website, if any	www.vcm.com

Item B.3. Location of books and records.

Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section.

Location books Record: 1
a. Name of person (e.g., a custodian of records)	Citibank N.A.
b. Street 1	388 Greenwich St
Street 2
c. City	New York
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	10013
g. Telephone number (including country code if foreign)	813-604-4707
h. Briefly describe the books and records kept at this location:	Records relating to its function as custodian.
Location books Record: 2
a. Name of person (e.g., a custodian of records)	Victory Capital Services, Inc.
b. Street 1	4900 Tiedeman Road
Street 2	4th Floor
c. City	Brooklyn
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	44144
g. Telephone number (including country code if foreign)	877-660-4400
h. Briefly describe the books and records kept at this location:	Records relating to its function as distributor.
Location books Record: 3
a. Name of person (e.g., a custodian of records)	Victory Capital Management Inc.
b. Street 1	4900 Tiedeman Road
Street 2	4th Floor
c. City	Brooklyn
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	44144
g. Telephone number (including country code if foreign)	216-898-2400
h. Briefly describe the books and records kept at this location:	Records relating to its functions as investment adviser and administrator.
Location books Record: 4
a. Name of person (e.g., a custodian of records)	Victory Capital Transfer Agency, Inc.
b. Street 1	15935 La Cantera Parkway
Street 2	Building Two
c. City	San Antonio
d. State, if applicable	TEXAS
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	78256
g. Telephone number (including country code if foreign)	877-660-4400
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-transfer agent for the Member Class shares.
Location books Record: 5
a. Name of person (e.g., a custodian of records)	Citi Fund Services Ohio, Inc.
b. Street 1	4400 Easton Commons
Street 2	Suite 200
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	614-470-8000
h. Briefly describe the books and records kept at this location:	Records relating to its functions as sub-administrator and sub-fund accountant.
Location books Record: 6
a. Name of person (e.g., a custodian of records)	SailingStone Capital Partners LLC
b. Street 1	125 E. Sir Francis Drake Boulevard
Street 2	Suite 301
c. City	Larkspur
d. State, if applicable	CALIFORNIA
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	94939
g. Telephone number (including country code if foreign)	415-429-5198
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-adviser to the Victory Global Energy Transition Fund.
Location books Record: 7
a. Name of person (e.g., a custodian of records)	FIS Investor Services LLC
b. Street 1	4249 Easton Way
Street 2	Suite 400
c. City	Columbus
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	43219
g. Telephone number (including country code if foreign)	800-237-4851
h. Briefly describe the books and records kept at this location:	Records relating to its functions as transfer agent and dividend disbursing agent.
Location books Record: 8
a. Name of person (e.g., a custodian of records)	Park Avenue Institutional Advisers LLC
b. Street 1	7 Hanover Square
Street 2
c. City	New York
d. State, if applicable	NEW YORK
e. Foreign country, if applicable	UNITED STATES OF AMERICA
f. Zip code and zip code extension, or foreign postal code	10004
g. Telephone number (including country code if foreign)	212-919-2017
h. Briefly describe the books and records kept at this location:	Records relating to its function as sub-adviser to the Victory High Yield Fund and Victory Floating Rate Fund.

Item B.4. Initial of final filings.

Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form.

a. Is this the first filing on this form by the Registrant?	Yes No
b. Is this the last filing on this form by the Registrant?	Yes No

Item B.5. Family of investment companies.

Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically.

Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar.

a. Is the Registrant part of a family of investment companies?

Yes No

i. Full name of family of investment companies

Victory Portfolios

Item B.6. Organization.

Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act).

Indicate the classification of the Registrant by checking the applicable item below.

 a. Open-end management investment company registered under the Act on Form N-1A 
 b. Closed-end management investment company registered under the Act on Form N-2  
 c. Separate account offering variable annuity contracts which is registered under the Act as a management investment company on Form N-3 
 d. Separate account offering variable annuity contracts which is registered under the Act as a unit investment trust on Form N-4 
 e. Small business investment company registered under the Act on Form N-5 
 f. Separate account offering variable insurance contracts which is registered under the Act as a unit investment trust on Form N-6 
 g. Unit investment trust registered under the Act on Form N-8B-2 

i. Total number of Series of the Registrant

40

Item B.7. Securities Act registration.

Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")?

Yes No

Item B.8. Directors.

Provide the information requested below about each person serving as director of the Registrant (management investment companies only):

Director Record: 1
a. Full Name	David Meyer
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 2
a. Full Name	E. Lee Beard
b. CRD number, if any	002230265
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 3
a. Full Name	John Kelly
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979
Director Record: 4
a. Full Name	Gloria Nelund
b. CRD number, if any	002192452
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 5
a. Full Name	David Adcock
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 6
a. Full Name	Dennis Bushe
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 7
a. Full Name	David Brown
b. CRD number, if any	004104294
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-07852
File Number Record: 2
File Number Record:	811-08979
File Number Record: 3
File Number Record:	811-22696
Director Record: 8
a. Full Name	Nigel Andrews
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-08979
File Number Record: 2
File Number Record:	811-22696
Director Record: 9
a. Full Name	Leigh Wilson
b. CRD number, if any	N/A
c. Is the person an "interested person" of the Registrant as that term is defined in section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19))?	Yes No
d. Investment Company Act file number of any other registered investment company for which the person also serves as a director (e.g., 811-)
File Number Record: 1
File Number Record:	811-22696
File Number Record: 2
File Number Record:	811-08979

Item B.9. Chief compliance officer.

Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1):

Chief compliance officer Record: 1
a. Full Name	Sean Fox
b. CRD Number, if any	N/A
c. Street Address 1	4900 Tiedeman Road
Street Address 2	4th Floor
d. City	Brooklyn
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Zip code and zip code extension, or foreign postal code	44144
h. Telephone number (including country code if foreign)	XXXXXX
i. Has the chief compliance officer changed since the last filing?	Yes No

If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide:

CCO employer Record: 1
i. Name of the person	N/A
ii. Person's IRS Employer Identification Number	00-0000000

Item B.10. Matters for security holder vote.

Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters.

Were any matters submitted by the Registrant for its security holders' vote during the reporting period?

Yes No

Item B.11. Legal proceeding.

Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities.

a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period?

Yes No

b. Has any proceeding previously reported been terminated?

Yes No

Item B.12. Fidelity bond and insurance (management investment companies only).

a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period?	Yes No

Item B.13. Directors and officers/errors and omissions insurance (management investment companies only).

a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else?	Yes No
i. If yes, were any claims filed under the policy during the reporting period with respect to the Registrant?	Yes No

Item B.14. Provision of financial support.

Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio.

Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period?

Yes No

Item B.15. Exemptive orders.

a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act?	Yes No
Release number Record: 1
i. If yes, provide below the release number for each order	IC-32519

Item B.16. Principal underwriters.

a. Provide the information requested below about each principal underwriter:

Principal underwriter Record: 1
i. Full name	Victory Capital Services, Inc.
ii. SEC file number (e.g., 8-)	008-047577
iii. CRD number	000037059
iv. LEI, if any	5493007YCZV03392KX12
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor?	Yes No
b. Have any principal underwriters been hired or terminated during the reporting period?	Yes No

Item B.17. Independent public accountant.

Provide the following information about eachthe independent public accountant:

Public accountant Record: 1
a. Full Name	Cohen & Company, Ltd.
b. PCAOB Number	925
c. LEI, if any	N/A
d. State, if applicable	OHIO
e. Foreign country, if applicable	UNITED STATES OF AMERICA

f. Has the independent public accountant changed since the last filing?

Yes No

Item B.18. Report on internal control (management investment companies only).

Instruction. Small business investment companies are not required to respond to this item.

For the reporting period, did an independent public accountant's report on internal control note any material weaknesses?

Yes No

Item B.19. Audit opinion.

For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements?

Yes No

Item B.20. Change in valuation methods.

Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category.

Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period?

Yes No

Item B.21. Change in accounting principles and practices.

Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported?

Yes No

Item B.22. Net asset value error corrections (open-end management investment companies only).

a. During the reporting period, were any payments made to shareholders or shareholder accounts reprocessed as a result of an error in calculating the Registrant's net asset value (or net asset value per share)?

Yes No

Item B.23. Rule 19a-1 notice (management investment companies only).

During the reporting period, did the Registrant pay any dividend or make any distribution in the nature of a dividend payment, required to be accompanied by a written statement pursuant to section 19(a) of the Act (15 U.S.C. 80a-19(a)) and rule 19a-1 thereunder (17 CFR 270.19a-1)?

Yes No

General Instruction. Management investment companies that offer multiple series must complete Part C as to each series separately, even if some information is the same for two or more series. To begin this section or add an additional series(s), click on the bar labeled "Add a New Series" below.

Management Investment Record: 1

Item C.1. Background information.

a. Full Name of the Fund	Victory Special Value Fund
b. Series identication number, if any	S000000801
c. LEI	549300D22DIYZ0J0P974
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000002359
iii. Ticker symbol, if any	VSVCX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000052117
iii. Ticker symbol, if any	VSPIX
Shares Outstanding Record: 3
i. Full name of Class	A
ii. Class identification number, if any	C000002358
iii. Ticker symbol, if any	SSVSX
Shares Outstanding Record: 4
i. Full name of Class	R
ii. Class identification number, if any	C000002360
iii. Ticker symbol, if any	VSVGX
Shares Outstanding Record: 5
i. Full name of Class	Y
ii. Class identification number, if any	C000111276
iii. Ticker symbol, if any	VSVYX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	24,392.34375
g. Provide the net income from securities lending activities	43.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,061.65

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	707.44000000
Brokers Record: 2
i. Full name of broker	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	570.96000000
Brokers Record: 3
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	597.18000000
Brokers Record: 4
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,084.87000000
Brokers Record: 5
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	646.40000000
Brokers Record: 6
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,639.12000000
Brokers Record: 7
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	704.12000000
Brokers Record: 8
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	637.12000000
Brokers Record: 9
i. Full name of broker	The Northern Trust Company
ii. SEC file number	008-23689
iii. CRD number	000007927
iv. LEI, if any	3CHSO99JSPHD9HGNYJ46
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	776.10000000
Brokers Record: 10
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,878.84000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	16,339.04000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	47,054,539
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 2

Item C.1. Background information.

a. Full Name of the Fund	Victory INCORE Fund for Income
b. Series identication number, if any	S000000792
c. LEI	549300Q6NPQ3FQP3QL05
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	7
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000098399
iii. Ticker symbol, if any	VFFIX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000111273
iii. Ticker symbol, if any	VFFYX
Shares Outstanding Record: 3
i. Full name of Class	C
ii. Class identification number, if any	C000002345
iii. Ticker symbol, if any	VFFCX
Shares Outstanding Record: 4
i. Full name of Class	R
ii. Class identification number, if any	C000002346
iii. Ticker symbol, if any	GGIFX
Shares Outstanding Record: 5
i. Full name of Class	A
ii. Class identification number, if any	C000002344
iii. Ticker symbol, if any	IPFIX
Shares Outstanding Record: 6
i. Full name of Class	R6
ii. Class identification number, if any	C000155524
iii. Ticker symbol, if any	VFFRX
Shares Outstanding Record: 7
i. Full name of Class	Member
ii. Class identification number, if any	C000219862
iii. Ticker symbol, if any	VFFMX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00
g. Provide the net income from securities lending activities	0.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	N/A
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	6,484.85

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	86,197,661.46000000
Principal Transactions Record: 2
i. Full name of dealer	Nomura Securities International, Inc.
ii. SEC file number	008-15255
iii. CRD number	000004297
iv. LEI, if any	OXTKY6Q8X53C9ILVV871
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	76,740,561.50000000
Principal Transactions Record: 3
i. Full name of dealer	BMO Capital Markets Corp.
ii. SEC file number	008-34344
iii. CRD number	000016686
iv. LEI, if any	RUC0QBLBRPRCU4W1NE59
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	140,579,434.04000000
Principal Transactions Record: 4
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	93,306,362.76000000
Principal Transactions Record: 5
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	25,047,136.64000000
Principal Transactions Record: 6
i. Full name of dealer	Mizuho Securities USA LLC
ii. SEC file number	008-37710
iii. CRD number	000019647
iv. LEI, if any	7TK5RJIZDFROZCA6XF66
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	33,701,436.23000000
Principal Transactions Record: 7
i. Full name of dealer	BNP Paribas Securities Corp.
ii. SEC file number	008-32682
iii. CRD number	000015794
iv. LEI, if any	RCNB6OTYUAMMP879YW96
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	47,402,997.26000000
Principal Transactions Record: 8
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	30,041,571.37000000
Principal Transactions Record: 9
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	41,535,052.77000000
Principal Transactions Record: 10
i. Full name of dealer	StoneX Financial Inc.
ii. SEC file number	008-51269
iii. CRD number	000045993
iv. LEI, if any	549300LNKU6K5TJCRG93
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	25,554,390.79000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

641,239,974.36000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	604,136,105
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	10,000,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,087,000
ii. What was the number of days that the interfund loan was outstanding?	3

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 3

Item C.1. Background information.

a. Full Name of the Fund	Victory Integrity Small-Cap Value Fund
b. Series identication number, if any	S000046393
c. LEI	5493000LV00VJ8XBPX24
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000144978
iii. Ticker symbol, if any	MCVSX
Shares Outstanding Record: 2
i. Full name of Class	A
ii. Class identification number, if any	C000144977
iii. Ticker symbol, if any	VSCVX
Shares Outstanding Record: 3
i. Full name of Class	R6
ii. Class identification number, if any	C000144980
iii. Ticker symbol, if any	MVSSX
Shares Outstanding Record: 4
i. Full name of Class	R
ii. Class identification number, if any	C000144979
iii. Ticker symbol, if any	MRVSX
Shares Outstanding Record: 5
i. Full name of Class	Y
ii. Class identification number, if any	C000144981
iii. Ticker symbol, if any	VSVIX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	58,923,177.25
g. Provide the net income from securities lending activities	46,715.77

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	4,040.82

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	86,361.44000000
Brokers Record: 2
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	144,613.04000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	402,201.63000000
Brokers Record: 4
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	76,879.32000000
Brokers Record: 5
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	370,122.94000000
Brokers Record: 6
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	73,410.00000000
Brokers Record: 7
i. Full name of broker	Piper Jaffray & Co.
ii. SEC file number	008-15204
iii. CRD number	000000665
iv. LEI, if any	549300GRQCWQ3XGH0H10
v. State, if applicable	MINNESOTA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	101,332.48000000
Brokers Record: 8
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	136,078.08000000
Brokers Record: 9
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	76,573.01000000
Brokers Record: 10
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	521,494.24000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,874,496.49000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	1,799,476,846.08000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 4

Item C.1. Background information.

a. Full Name of the Fund	Victory Integrity Small/Mid-Cap Value Fund
b. Series identication number, if any	S000046398
c. LEI	549300BZ2CQ68TGCQK29
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000144993
iii. Ticker symbol, if any	MAISX
Shares Outstanding Record: 2
i. Full name of Class	R6
ii. Class identification number, if any	C000155526
iii. Ticker symbol, if any	MIRSX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000144994
iii. Ticker symbol, if any	MYISX
Shares Outstanding Record: 4
i. Full name of Class	Member
ii. Class identification number, if any	C000219864
iii. Ticker symbol, if any	MMMSX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	7,392,883.675
g. Provide the net income from securities lending activities	5,170.79

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	N/A
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	3,079.36

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Piper Jaffray & Co.
ii. SEC file number	008-15204
iii. CRD number	000000665
iv. LEI, if any	549300GRQCWQ3XGH0H10
v. State, if applicable	MINNESOTA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,287.21000000
Brokers Record: 2
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,002.93000000
Brokers Record: 3
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	26,986.72000000
Brokers Record: 4
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,914.12000000
Brokers Record: 5
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	49,143.80000000
Brokers Record: 6
i. Full name of broker	MKM PARTNERS LLC
ii. SEC file number	008-53436
iii. CRD number	000114666
iv. LEI, if any	25490041O5W104HFWA62
v. State, if applicable	CONNECTICUT
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,988.60000000
Brokers Record: 7
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	40,870.32000000
Brokers Record: 8
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	10,680.12000000
Brokers Record: 9
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	19,182.44000000
Brokers Record: 10
i. Full name of broker	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	11,963.08000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	309,487.39000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	397,542.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

397,542.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	220,582,590
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 5

Item C.1. Background information.

a. Full Name of the Fund	Victory THB US Small Opportunities Fund
b. Series identication number, if any	S000071168
c. LEI	549300WEL0N7GXM70021
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	2
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000225921
iii. Ticker symbol, if any	THBVX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000225922
iii. Ticker symbol, if any	THBIX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,629,053.469
g. Provide the net income from securities lending activities	3,330.20

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	313.11

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,891.95000000
Brokers Record: 2
i. Full name of broker	Janney Montgomery Scott LLC
ii. SEC file number	008-00462
iii. CRD number	000000463
iv. LEI, if any	549300QQRY1JCFQHYS08
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,772.57000000
Brokers Record: 3
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,059.15000000
Brokers Record: 4
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,456.71000000
Brokers Record: 5
i. Full name of broker	Credit Suisse Securities (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,687.50000000
Brokers Record: 6
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	26,616.66000000
Brokers Record: 7
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,021.24000000
Brokers Record: 8
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2,959.20000000
Brokers Record: 9
i. Full name of broker	BBVA SECURITIES INC
ii. SEC file number	008-42857
iii. CRD number	000027060
iv. LEI, if any	549300RJFN0Z663VE860
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,206.96000000
Brokers Record: 10
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20,090.67000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	125,055.28

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	153,960.00
Principal Transactions Record: 2
i. Full name of dealer	Janney Montgomery Scott LLC
ii. SEC file number	008-00462
iii. CRD number	000000463
iv. LEI, if any	549300QQRY1JCFQHYS08
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,246,250.00
Principal Transactions Record: 3
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	11,200,000.00

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

12,600,210.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	79,001,957
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 6

Item C.1. Background information.

a. Full Name of the Fund	Victory INCORE Investment Grade Convertible Fund
b. Series identication number, if any	S000000786
c. LEI	549300ZE7EDX9F7SCK90
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	3
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000052112
iii. Ticker symbol, if any	VICIX
Shares Outstanding Record: 2
i. Full name of Class	Member
ii. Class identification number, if any	C000219861
iii. Ticker symbol, if any	SBFMX
Shares Outstanding Record: 3
i. Full name of Class	A
ii. Class identification number, if any	C000002332
iii. Ticker symbol, if any	SBFCX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	84,265,763.59
g. Provide the net income from securities lending activities	611,850.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	N/A
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,047.75

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

i. Full name of broker
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Gross commissions paid by the Fund for the reporting period

b. Aggregate brokerage commissions paid by Fund during the reporting period:	0.00

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	17,732,074.70000000
Principal Transactions Record: 2
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	61,055,888.45000000
Principal Transactions Record: 3
i. Full name of dealer	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,658,767.59000000
Principal Transactions Record: 4
i. Full name of dealer	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,245,504.32000000
Principal Transactions Record: 5
i. Full name of dealer	Credit Suisse Securities (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	15,434,263.79000000
Principal Transactions Record: 6
i. Full name of dealer	Oppenheimer & Co. Inc.
ii. SEC file number	008-04077
iii. CRD number	000000249
iv. LEI, if any	254900VH02JQR2L8XD64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	29,260,484.13000000
Principal Transactions Record: 7
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	27,654,709.31000000
Principal Transactions Record: 8
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	21,947,347.40000000
Principal Transactions Record: 9
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	39,671,141.19000000
Principal Transactions Record: 10
i. Full name of dealer	Nomura Securities International, Inc.
ii. SEC file number	008-15255
iii. CRD number	000004297
iv. LEI, if any	OXTKY6Q8X53C9ILVV871
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,078,180.45000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

241,241,702.43000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	452,406,378
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	1,670,000
ii. What was the number of days that the interfund loan was outstanding?	4

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 7

Item C.1. Background information.

a. Full Name of the Fund	Victory Trivalent International Fund - Core Equity
b. Series identication number, if any	S000046399
c. LEI	549300ZTXG8QP2J0Y703
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R6
ii. Class identification number, if any	C000155527
iii. Ticker symbol, if any	MAIRX
Shares Outstanding Record: 2
i. Full name of Class	C
ii. Class identification number, if any	C000144996
iii. Ticker symbol, if any	MICCX
Shares Outstanding Record: 3
i. Full name of Class	I
ii. Class identification number, if any	C000144997
iii. Ticker symbol, if any	MICIX
Shares Outstanding Record: 4
i. Full name of Class	Y
ii. Class identification number, if any	C000144998
iii. Ticker symbol, if any	MICYX
Shares Outstanding Record: 5
i. Full name of Class	A
ii. Class identification number, if any	C000144995
iii. Ticker symbol, if any	MAICX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	3,990,943.532
g. Provide the net income from securities lending activities	35,056.08

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Nordea Bank Finland Plc.
ii. LEI, if any	6SCPQ280AIY8EP3XFW53
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank Europe plc, organizacni slozka
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CZECHIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Bank Middle East Limited
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	QATAR
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank, N.A., Sao Paolo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Citibank N.A., Karachi Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PAKISTAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank NA UAE (Dubai)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	The Hong Kong & Shanghai Banking Corporation Limited acting through its agent, HSBC Saudi Arabia Ltd
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SAUDI ARABIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank, N.A., Hong Kong Branch (HK)
ii. LEI, if any	5493007CS9V3PVQK1115
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank, N.A., Mumbai Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	INDIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Bank Handlowy w Warszawie SA
ii. LEI, if any	XLEZHWWOI4HFQDGL4793
iii. State, if applicable
iv. Foreign country, if applicable	POLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Maghreb
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	MOROCCO
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank Europe PLC (Greece)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GREECE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank Europe PLC (Sweden)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank Europe plc, sucursal en Espana
ii. LEI, if any	5967007LIEEXZXA40G44
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank, A.S.
ii. LEI, if any	CWZ8NZDH5SKY12Q4US31
iii. State, if applicable
iv. Foreign country, if applicable	TURKEY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank, N.A., Milan Branch (Italy)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank Europe PLC Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Citibank, N.A., Jakarta Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	INDONESIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 26
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 27
i. Full name	Cititrust Colombia S.A. Sociedad Fiduciaria
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	COLOMBIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 28
i. Full name	Citibank, N.A., Israel Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 29
i. Full name	Citibank, N.A., Manila Branch (Phillippines)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PHILIPPINES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 30
i. Full name	Citigroup Pty Limited
ii. LEI, if any	54930079JKFNSDPRU313
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 31
i. Full name	Citibank Berhad
ii. LEI, if any	QINWV8RCPXRMH5IWUL13
iii. State, if applicable
iv. Foreign country, if applicable	MALAYSIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 32
i. Full name	Citibank N.A. Buenos Aires
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ARGENTINA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 33
i. Full name	Banco de Chile
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	CHILE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 34
i. Full name	Citibank Europe PLC (Hungary)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	HUNGARY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 35
i. Full name	Citibank del Peru S.A.
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PERU
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 36
i. Full name	Citibank N.A. South Africa
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SOUTH AFRICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 37
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 38
i. Full name	AO Citibank
ii. LEI, if any	5493003FVWLMBFTISI11
iii. State, if applicable
iv. Foreign country, if applicable	RUSSIAN FEDERATION
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 39
i. Full name	Citibank N.A. Tokyo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 40
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 41
i. Full name	Citibank, N.A., Auckland Branch
ii. LEI, if any	5493000AI27HXLDYHX23
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 42
i. Full name	Banco Nacional de Mexico, S.A
ii. LEI, if any	2SFFM4FUIE05S37WFU55
iii. State, if applicable
iv. Foreign country, if applicable	MEXICO
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 43
i. Full name	Citibank, N.A., Cairo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	EGYPT
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 44
i. Full name	Citibank, N.A., Singapore Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 45
i. Full name	Citibank NA UAE (Abu Dhabi)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	UNITED ARAB EMIRATES
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 46
i. Full name	Citibank, N.A., Hong Kong Branch (China)
ii. LEI, if any	IMRQEARW2X0ZMJAJ5J58
iii. State, if applicable
iv. Foreign country, if applicable	CHINA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 47
i. Full name	Citibank Taiwan Limited
ii. LEI, if any	FKT8632221BKH80JX336
iii. State, if applicable
iv. Foreign country, if applicable	TAIWAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 48
i. Full name	Citibank Korea Inc.
ii. LEI, if any	DYDGRK7GSRNXQ5UFWV53
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 49
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 50
i. Full name	Citibank, N.A., Sao Paolo Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BRAZIL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 51
i. Full name	Citibank, N.A., Bangkok Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	THAILAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 52
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 53
i. Full name	Citibank Europe PLC (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	129.98

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	10,713.10000000
Brokers Record: 2
i. Full name of broker	SANFORD C. BERNSTEIN & CO., LLC
ii. SEC file number	008-52942
iii. CRD number	000104474
iv. LEI, if any	549300I7JYZHT7D5CO04
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	23,483.60000000
Brokers Record: 3
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,329.80000000
Brokers Record: 4
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	27,242.41000000
Brokers Record: 5
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	25,592.48000000
Brokers Record: 6
i. Full name of broker	CLSA AMERICAS, LLC
ii. SEC file number	008-69166
iii. CRD number	000165533
iv. LEI, if any	213800M2DXATWY7JMS07
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,815.49000000
Brokers Record: 7
i. Full name of broker	HSBC Securities (USA) Inc.
ii. SEC file number	008-41562
iii. CRD number	000019585
iv. LEI, if any	CYYGQCGNHMHPSMRL3R97
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	28,943.44000000
Brokers Record: 8
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,938.60000000
Brokers Record: 9
i. Full name of broker	AUERBACH GRAYSON & COMPANY LLC
ii. SEC file number	008-45136
iii. CRD number	000030761
iv. LEI, if any	254900THN5ANAH8X1V30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,757.63000000
Brokers Record: 10
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21,023.35000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	239,205.07000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	218,143,936.60000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 8

Item C.1. Background information.

a. Full Name of the Fund	Victory Integrity Discovery Fund
b. Series identication number, if any	S000046401
c. LEI	549300EIYA36GFL6E746
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000145005
iii. Ticker symbol, if any	MMECX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000145007
iii. Ticker symbol, if any	MMEYX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000145006
iii. Ticker symbol, if any	MMERX
Shares Outstanding Record: 4
i. Full name of Class	A
ii. Class identification number, if any	C000145004
iii. Ticker symbol, if any	MMEAX
Shares Outstanding Record: 5
i. Full name of Class	Member
ii. Class identification number, if any	C000219865
iii. Ticker symbol, if any	MMMMX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	5,762,073.496
g. Provide the net income from securities lending activities	5,137.82

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	N/A
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	4,663.24

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	CORNERSTONE ADVISORS
ii. SEC file number	008-14575
iii. CRD number	000110908
iv. LEI, if any	N/A
v. State, if applicable	WASHINGTON
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,333.84000000
Brokers Record: 2
i. Full name of broker	Canaccord Genuity LLC
ii. SEC file number	008-03271
iii. CRD number	000001020
iv. LEI, if any	WTX5X269IUOQ9YMI7R44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,029.68000000
Brokers Record: 3
i. Full name of broker	Piper Jaffray & Co.
ii. SEC file number	008-15204
iii. CRD number	000000665
iv. LEI, if any	549300GRQCWQ3XGH0H10
v. State, if applicable	MINNESOTA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,440.08000000
Brokers Record: 4
i. Full name of broker	Robert W. Baird & Co. Incorporated
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,767.76000000
Brokers Record: 5
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,017.88000000
Brokers Record: 6
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	37,053.04000000
Brokers Record: 7
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,175.14000000
Brokers Record: 8
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6,868.12000000
Brokers Record: 9
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,797.56000000
Brokers Record: 10
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,603.92000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	198,153.25000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	468,500.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

468,500.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	83,588,288
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 9

Item C.1. Background information.

a. Full Name of the Fund	Victory Sycamore Small Company Opportunity Fund
b. Series identication number, if any	S000000800
c. LEI	5493000P7VZ2LJL8MG81
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000052116
iii. Ticker symbol, if any	VSOIX
Shares Outstanding Record: 2
i. Full name of Class	R
ii. Class identification number, if any	C000002357
iii. Ticker symbol, if any	GOGFX
Shares Outstanding Record: 3
i. Full name of Class	A
ii. Class identification number, if any	C000002356
iii. Ticker symbol, if any	SSGSX
Shares Outstanding Record: 4
i. Full name of Class	Y
ii. Class identification number, if any	C000111275
iii. Ticker symbol, if any	VSOYX
Shares Outstanding Record: 5
i. Full name of Class	R6
ii. Class identification number, if any	C000164985
iii. Ticker symbol, if any	VSORX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	73,037,873.15
g. Provide the net income from securities lending activities	115,145.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,704.06

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	307,659.60000000
Brokers Record: 2
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	131,836.40000000
Brokers Record: 3
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	64,878.14000000
Brokers Record: 4
i. Full name of broker	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	182,182.12000000
Brokers Record: 5
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	253,296.48000000
Brokers Record: 6
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	149,757.23000000
Brokers Record: 7
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	173,053.64000000
Brokers Record: 8
i. Full name of broker	Robert W. Baird & Co. Incorporated
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	124,927.63000000
Brokers Record: 9
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	72,248.54000000
Brokers Record: 10
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	95,440.42000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	2,096,743.18000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,450,000.00000000
Principal Transactions Record: 2
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	19,214,650.00000000
Principal Transactions Record: 3
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	53,466.00000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,854,600.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

36,572,716.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	6,746,643,989
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-08752

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 10

Item C.1. Background information.

a. Full Name of the Fund	Victory Integrity Mid-Cap Value Fund
b. Series identication number, if any	S000046397
c. LEI	549300RKLZH9RUSBXP40
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000144991
iii. Ticker symbol, if any	MAIMX
Shares Outstanding Record: 2
i. Full name of Class	Member
ii. Class identification number, if any	C000219863
iii. Ticker symbol, if any	MMIJX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000144992
iii. Ticker symbol, if any	MYIMX
Shares Outstanding Record: 4
i. Full name of Class	C
ii. Class identification number, if any	C000217047
iii. Ticker symbol, if any	MCIMX
Shares Outstanding Record: 5
i. Full name of Class	R6
ii. Class identification number, if any	C000164741
iii. Ticker symbol, if any	MRIMX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	5,992,698.325
g. Provide the net income from securities lending activities	4,712.58

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	Victory Capital Transfer Agency, Inc.
ii.SEC file number ( e.g., 84- or 85- )	084-01197
iii. LEI, if any	N/A
iv. State, if applicable	TEXAS
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No
Transfer Agents Record: 2
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	6,890.65

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,522.24000000
Brokers Record: 2
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,890.32000000
Brokers Record: 3
i. Full name of broker	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,628.20000000
Brokers Record: 4
i. Full name of broker	MKM PARTNERS LLC
ii. SEC file number	008-53436
iii. CRD number	000114666
iv. LEI, if any	25490041O5W104HFWA62
v. State, if applicable	CONNECTICUT
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,369.24000000
Brokers Record: 5
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	57,748.16000000
Brokers Record: 6
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,381.12000000
Brokers Record: 7
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	42,068.04000000
Brokers Record: 8
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,774.44000000
Brokers Record: 9
i. Full name of broker	DOWLING & PARTNERS SECURITIES
ii. SEC file number	008-35658
iii. CRD number	000024746
iv. LEI, if any	254900NTPWGHA2OLDV63
v. State, if applicable	CONNECTICUT
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	9,483.20000000
Brokers Record: 10
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	10,136.52000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	317,159.62000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	1,462,846.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

1,462,846.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	273,599,930.00
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 11

Item C.1. Background information.

a. Full Name of the Fund	Victory S&P 500 Index Fund
b. Series identication number, if any	S000046396
c. LEI	5493003FYR9UIIV6R751
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	3
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R
ii. Class identification number, if any	C000144989
iii. Ticker symbol, if any	MUXRX
Shares Outstanding Record: 2
i. Full name of Class	A
ii. Class identification number, if any	C000144988
iii. Ticker symbol, if any	MUXAX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000144990
iii. Ticker symbol, if any	MUXYX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund  i. Is the index whose performance the Fund tracks, constructed: 1. By an affiliated person of the fund? Yes No 2. Exclusively for the fund? Yes No ii. Provide the annualized difference between the Fund's total return during the reporting period and the index's return during the reporting period (i.e., the Fund's total return less the index's return): 1. Before Fund fees and expenses: 0.001100000  2. After Fund fees and expenses (i.e., net asset value): 0.004400000  iii. Provide the annualized standard deviation of the daily difference between the Fund's total return and the index's return during the reporting period: 1. Before Fund fees and expenses: 0.000153968  2. After Fund fees and expenses (i.e., net asset value): 0.000154372   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,173,288.933
g. Provide the net income from securities lending activities	813.83

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	3,481.22

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	2.86000000
Brokers Record: 2
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	30.27000000
Brokers Record: 3
i. Full name of broker	Macquarie Capital (USA) Inc.
ii. SEC file number	008-47198
iii. CRD number	000036368
iv. LEI, if any	549300670K07JRB5UQ40
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	38.03000000
Brokers Record: 4
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	80.94000000
Brokers Record: 5
i. Full name of broker	Virtu Americas LLC
ii. SEC file number	008-68193
iii. CRD number	000149823
iv. LEI, if any	549300RA02N3BNSWBV74
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	6.46000000
Brokers Record: 6
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	803.74000000
Brokers Record: 7
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,688.52000000
Brokers Record: 8
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	162.72000000
Brokers Record: 9
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,147.33000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,960.87000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	575,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

575,000.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	268,574,363.55000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 12

Item C.1. Background information.

a. Full Name of the Fund	Victory Strategic Allocation Fund
b. Series identication number, if any	S000000785
c. LEI	549300ZOUYRXF3KNSG53
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R
ii. Class identification number, if any	C000002331
iii. Ticker symbol, if any	VBFGX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000052111
iii. Ticker symbol, if any	VBFIX
Shares Outstanding Record: 3
i. Full name of Class	A
ii. Class identification number, if any	C000002329
iii. Ticker symbol, if any	SBALX
Shares Outstanding Record: 4
i. Full name of Class	C
ii. Class identification number, if any	C000002330
iii. Ticker symbol, if any	VBFCX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	0.00
g. Provide the net income from securities lending activities	0.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	499.64

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	122.70000000
Brokers Record: 2
i. Full name of broker	Jane Street Capital, LLC
ii. SEC file number	008-52275
iii. CRD number	000103782
iv. LEI, if any	549300ZM16HMPEPNV857
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	51.00000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	173.70000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	27,832,184
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 13

Item C.1. Background information.

a. Full Name of the Fund	Victory Munder Mid-Cap Core Growth Fund
b. Series identication number, if any	S000046392
c. LEI	549300T8YEUSUURLI085
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000144973
iii. Ticker symbol, if any	MGOTX
Shares Outstanding Record: 2
i. Full name of Class	A
ii. Class identification number, if any	C000144972
iii. Ticker symbol, if any	MGOAX
Shares Outstanding Record: 3
i. Full name of Class	R
ii. Class identification number, if any	C000144974
iii. Ticker symbol, if any	MMSRX
Shares Outstanding Record: 4
i. Full name of Class	Y
ii. Class identification number, if any	C000144976
iii. Ticker symbol, if any	MGOYX
Shares Outstanding Record: 5
i. Full name of Class	R6
ii. Class identification number, if any	C000144975
iii. Ticker symbol, if any	MGOSX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	10,924,995.74
g. Provide the net income from securities lending activities	7,447.99

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	FLORIDA
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,714.08

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,085.00000000
Brokers Record: 2
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	32,121.20000000
Brokers Record: 3
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	20,653.16000000
Brokers Record: 4
i. Full name of broker	Oppenheimer & Co. Inc.
ii. SEC file number	008-04077
iii. CRD number	000000249
iv. LEI, if any	254900VH02JQR2L8XD64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,468.08000000
Brokers Record: 5
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	13,268.00000000
Brokers Record: 6
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,488.95000000
Brokers Record: 7
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	15,065.37000000
Brokers Record: 8
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	36,867.28000000
Brokers Record: 9
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	12,329.30000000
Brokers Record: 10
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,208.00000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	281,372.99000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	493,949,003.49000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 14

Item C.1. Background information.

a. Full Name of the Fund	Victory NewBridge Large Cap Growth Fund
b. Series identication number, if any	S000000791
c. LEI	5493000D51JI4NEOVU13
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000002341
iii. Ticker symbol, if any	VFGAX
Shares Outstanding Record: 2
i. Full name of Class	C
ii. Class identification number, if any	C000002342
iii. Ticker symbol, if any	VFGCX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000111272
iii. Ticker symbol, if any	VFGYX
Shares Outstanding Record: 4
i. Full name of Class	I
ii. Class identification number, if any	C000098398
iii. Ticker symbol, if any	VFGIX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	136,590.9375
g. Provide the net income from securities lending activities	57.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	220.13

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	SunTrust Robinson Humphrey
ii. SEC file number	008-17212
iii. CRD number	000006271
iv. LEI, if any	CSVTK36R0PNGXEM7NS14
v. State, if applicable	GEORGIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	215.00000000
Brokers Record: 2
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	69.88
Brokers Record: 3
i. Full name of broker	RBC Capital Markets, LLC
ii. SEC file number	008-45411
iii. CRD number	000031194
iv. LEI, if any	549300LCO2FLSSVFFR64
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	199.21
Brokers Record: 4
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	107.52
Brokers Record: 5
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	127.4
Brokers Record: 6
i. Full name of broker	UBS Securities LLC
ii. SEC file number	008-22651
iii. CRD number	000007654
iv. LEI, if any	T6FIZBDPKLYJKFCRVK44
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	58.39
Brokers Record: 7
i. Full name of broker	William Blair & Company, L.L.C.
ii. SEC file number	008-02698
iii. CRD number	000001252
iv. LEI, if any	549300J0P7XYE8BMZ775
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	286.08
Brokers Record: 8
i. Full name of broker	MKM Partners LLC
ii. SEC file number	008-53436
iii. CRD number	000114666
iv. LEI, if any	25490041O5W104HFWA62
v. State, if applicable	CONNECTICUT
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	126.20
Brokers Record: 9
i. Full name of broker	Evercore Group L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	497.68
Brokers Record: 10
i. Full name of broker	KeyCorp
ii. SEC file number	008-30177
iii. CRD number	000000566
iv. LEI, if any	2EQWV0180Z211YVAD813
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	107.52000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	1,928.76

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	12,812,731
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-08752

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-08752

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 15

Item C.1. Background information.

a. Full Name of the Fund	Victory Sycamore Established Value Fund
b. Series identication number, if any	S000000788
c. LEI	5493008YBYIRYKBV5463
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	6
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	C
ii. Class identification number, if any	C000169232
iii. Ticker symbol, if any	VEVCX
Shares Outstanding Record: 2
i. Full name of Class	R
ii. Class identification number, if any	C000002335
iii. Ticker symbol, if any	GETGX
Shares Outstanding Record: 3
i. Full name of Class	I
ii. Class identification number, if any	C000052114
iii. Ticker symbol, if any	VEVIX
Shares Outstanding Record: 4
i. Full name of Class	R6
ii. Class identification number, if any	C000138366
iii. Ticker symbol, if any	VEVRX
Shares Outstanding Record: 5
i. Full name of Class	Y
ii. Class identification number, if any	C000111271
iii. Ticker symbol, if any	VEVYX
Shares Outstanding Record: 6
i. Full name of Class	A
ii. Class identification number, if any	C000002334
iii. Ticker symbol, if any	VETAX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	4,659,147.813
g. Provide the net income from securities lending activities	1,465.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	10,496.19

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	134,258.00000000
Brokers Record: 2
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	206,870.32000000
Brokers Record: 3
i. Full name of broker	LIQUIDNET
ii. SEC file number	008-52461
iii. CRD number	000103987
iv. LEI, if any	213800HSKBBO1GCVRG79
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	393,962.19000000
Brokers Record: 4
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	148,613.56000000
Brokers Record: 5
i. Full name of broker	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	220,380.76000000
Brokers Record: 6
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	189,890.44000000
Brokers Record: 7
i. Full name of broker	Robert W. Baird & Co. Incorporated
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	427,041.94000000
Brokers Record: 8
i. Full name of broker	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	135,171.20000000
Brokers Record: 9
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	128,111.01000000
Brokers Record: 10
i. Full name of broker	KeyCorp
ii. SEC file number	008-30177
iii. CRD number	000000566
iv. LEI, if any	2EQWV0180Z211YVAD813
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	559,178.64000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	3,631,074.39000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	16,515,109,240
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	2,717,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,132,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	13,465,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	13,905,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	969,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	3,347,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	1,245,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,582,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,900,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,533,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,003,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	12,000,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	6,065,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	55,786,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,847,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	28,836,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	23,738,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	59,082,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,690,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	18,607,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	10,201,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,750,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	9,864,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	34,635,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	6,739,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,982,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,102,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	5,720,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	24,992,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	7,169,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,966,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	5,438,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	10,000,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	51,851,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,235,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	14,000,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	13,273,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	16,791,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	7,184,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,762,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,397,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	1,041,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	7,521,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	34,798,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	18,261,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,329,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	23,968,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	3,700,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,689,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	4,257,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	993,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,085,000
ii. What was the number of days that the interfund loan was outstanding?	1

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 16

Item C.1. Background information.

a. Full Name of the Fund	Victory Munder Multi-Cap Fund
b. Series identication number, if any	S000046395
c. LEI	549300U0TGCDD030GT65
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	3
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	Y
ii. Class identification number, if any	C000144987
iii. Ticker symbol, if any	MNNYX
Shares Outstanding Record: 2
i. Full name of Class	A
ii. Class identification number, if any	C000144984
iii. Ticker symbol, if any	MNNAX
Shares Outstanding Record: 3
i. Full name of Class	C
ii. Class identification number, if any	C000144985
iii. Ticker symbol, if any	MNNCX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	5,738,882.104
g. Provide the net income from securities lending activities	3,666.39

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	13,833.42

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,564.52000000
Brokers Record: 2
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	32,631.20000000
Brokers Record: 3
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	21,105.32000000
Brokers Record: 4
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	5,741.56000000
Brokers Record: 5
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,686.04000000
Brokers Record: 6
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	14,427.44000000
Brokers Record: 7
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	32,098.96000000
Brokers Record: 8
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,078.96000000
Brokers Record: 9
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,035.63000000
Brokers Record: 10
i. Full name of broker	Credit Suisse Securities (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	8,076.54000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	211,125.92000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	446,108,281.81000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	2,982,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	2,550,000
ii. What was the number of days that the interfund loan was outstanding?	3

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 17

Item C.1. Background information.

a. Full Name of the Fund	Victory Diversified Stock Fund
b. Series identication number, if any	S000000787
c. LEI	5493005MQ6S665CZJE22
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	6
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	I
ii. Class identification number, if any	C000052113
iii. Ticker symbol, if any	VDSIX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000111270
iii. Ticker symbol, if any	VDSYX
Shares Outstanding Record: 3
i. Full name of Class	C
ii. Class identification number, if any	C000002336
iii. Ticker symbol, if any	VDSCX
Shares Outstanding Record: 4
i. Full name of Class	R6
ii. Class identification number, if any	C000138365
iii. Ticker symbol, if any	VDSRX
Shares Outstanding Record: 5
i. Full name of Class	R
ii. Class identification number, if any	C000002337
iii. Ticker symbol, if any	GRINX
Shares Outstanding Record: 6
i. Full name of Class	A
ii. Class identification number, if any	C000002333
iii. Ticker symbol, if any	SRVEX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E570DZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,012,042.031
g. Provide the net income from securities lending activities	3,364.00

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,309.09

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	18,503.32000000
Brokers Record: 2
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,797.37000000
Brokers Record: 3
i. Full name of broker	JonesTrading Institutional Services LLC
ii. SEC file number	008-26089
iii. CRD number	000006888
iv. LEI, if any	2138008JJ5PA8H5UIL69
v. State, if applicable	CALIFORNIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,654.00000000
Brokers Record: 4
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,280.80000000
Brokers Record: 5
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	17,614.68000000
Brokers Record: 6
i. Full name of broker	Stifel, Nicolaus & Company, Incorporated
ii. SEC file number	008-01447
iii. CRD number	000000793
iv. LEI, if any	5WUVMA08EYG4KEUPW589
v. State, if applicable	MISSOURI
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,770.44000000
Brokers Record: 7
i. Full name of broker	The Northern Trust Company
ii. SEC file number	008-23689
iii. CRD number	000007927
iv. LEI, if any	3CHSO99JSPHD9HGNYJ46
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,376.27000000
Brokers Record: 8
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,609.06000000
Brokers Record: 9
i. Full name of broker	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	7,242.66000000
Brokers Record: 10
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	4,476.36000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	105,405.28000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

i. Full name of dealer
ii. SEC file number
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Total value of purchases and sales (excluding maturing securities) with Fund:

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

0.00

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	310,461,991
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Porfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 18

Item C.1. Background information.

a. Full Name of the Fund	Victory Munder Small Cap Growth Fund
b. Series identication number, if any	S000049194
c. LEI	549300GRHJ75VK4RLF26
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	3
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000155093
iii. Ticker symbol, if any	MASCX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000155094
iii. Ticker symbol, if any	MIGSX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000155095
iii. Ticker symbol, if any	MYSGX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	1,362,772.738
g. Provide the net income from securities lending activities	18,625.80

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	1,521.17

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Susquehanna Securities
ii. SEC file number	008-47034
iii. CRD number	000035874
iv. LEI, if any	549300RX9GZX8Y9IGJ81
v. State, if applicable	PENNSYLVANIA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	972.49000000
Brokers Record: 2
i. Full name of broker	Cowen and Company, LLC
ii. SEC file number	008-22522
iii. CRD number	000007616
iv. LEI, if any	549300WR155U7DVMIW58
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,255.68000000
Brokers Record: 3
i. Full name of broker	Credit Suisse Securities (USA) LLC
ii. SEC file number	008-00422
iii. CRD number	000000816
iv. LEI, if any	1V8Y6QCX6YMJ2OELII46
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	627.58000000
Brokers Record: 4
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	543.13000000
Brokers Record: 5
i. Full name of broker	Loop Capital Markets LLC
ii. SEC file number	008-50140
iii. CRD number	000043098
iv. LEI, if any	254900FPPM2WN90D4786
v. State, if applicable	ILLINOIS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	509.70000000
Brokers Record: 6
i. Full name of broker	Robert W. Baird & Co. Incorporated
ii. SEC file number	008-00497
iii. CRD number	000008158
iv. LEI, if any	549300772UJAHRD6LO53
v. State, if applicable	WISCONSIN
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,516.43000000
Brokers Record: 7
i. Full name of broker	STEPHENS INC.
ii. SEC file number	008-01927
iii. CRD number	000003496
iv. LEI, if any	213800LH6T9XDYZCA534
v. State, if applicable	ARKANSAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	953.90000000
Brokers Record: 8
i. Full name of broker	Raymond James & Associates, Inc.
ii. SEC file number	008-10999
iii. CRD number	000000705
iv. LEI, if any	U4ONQX15J3RO8XCKE979
v. State, if applicable	FLORIDA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,177.52000000
Brokers Record: 9
i. Full name of broker	EVERCORE GROUP L.L.C.
ii. SEC file number	008-49830
iii. CRD number	000042405
iv. LEI, if any	5493008F0LRLS5N8LZ81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	1,458.88000000
Brokers Record: 10
i. Full name of broker	KeyCorp
ii. SEC file number	008-30177
iii. CRD number	000000566
iv. LEI, if any	2EQWV0180Z211YVAD813
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	772.64000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	11,895.85000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	212,985.00000000
Principal Transactions Record: 2
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	169,285.00000000
Principal Transactions Record: 3
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	478,277.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

860,547.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	15,102,285.41000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 19

Item C.1. Background information.

a. Full Name of the Fund	Victory INCORE Total Return Bond Fund
b. Series identication number, if any	S000046391
c. LEI	549300VQYIXD1I5A0C93
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	4
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	A
ii. Class identification number, if any	C000144969
iii. Ticker symbol, if any	MUCAX
Shares Outstanding Record: 2
i. Full name of Class	Y
ii. Class identification number, if any	C000144971
iii. Ticker symbol, if any	MUCYX
Shares Outstanding Record: 3
i. Full name of Class	R6
ii. Class identification number, if any	C000155525
iii. Ticker symbol, if any	MUCRX
Shares Outstanding Record: 4
i. Full name of Class	C
ii. Class identification number, if any	C000144970
iii. Ticker symbol, if any	MUCCX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	2,828,037.667
g. Provide the net income from securities lending activities	14,377.86

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Pricing Direct
ii. LEI, if any, or provide and describe other identifying number	N/A
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 4
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	194.91

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	Capital Institutional Services Inc
ii. SEC file number	008-22273
iii. CRD number	000007551
iv. LEI, if any	54930061X8RDWFDJIS05
v. State, if applicable	TEXAS
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	442.52000000
Brokers Record: 2
i. Full name of broker	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	3,921.40000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,363.92000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Morgan Stanley & Co. LLC
ii. SEC file number	008-15869
iii. CRD number	000008209
iv. LEI, if any	9R7GPTSO7KV3UQJZQ078
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,696,232.28000000
Principal Transactions Record: 2
i. Full name of dealer	HSBC Securities (USA) Inc.
ii. SEC file number	008-41562
iii. CRD number	000019585
iv. LEI, if any	CYYGQCGNHMHPSMRL3R97
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	7,597,977.76000000
Principal Transactions Record: 3
i. Full name of dealer	Nomura Securities International, Inc.
ii. SEC file number	008-15255
iii. CRD number	000004297
iv. LEI, if any	OXTKY6Q8X53C9ILVV871
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,125,633.55000000
Principal Transactions Record: 4
i. Full name of dealer	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	9,466,827.29000000
Principal Transactions Record: 5
i. Full name of dealer	Wells Fargo Securities, LLC
ii. SEC file number	008-65876
iii. CRD number	000126292
iv. LEI, if any	VYVVCKR63DVZZN70PB21
v. State, if applicable	NORTH CAROLINA
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	21,241,430.80000000
Principal Transactions Record: 6
i. Full name of dealer	FHN Financial Securities Corp.
ii. SEC file number	008-51393
iii. CRD number	000046346
iv. LEI, if any	PHDL2C07HIPM5DUL8S59
v. State, if applicable	TENNESSEE
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,268,135.95000000
Principal Transactions Record: 7
i. Full name of dealer	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	5,461,238.22000000
Principal Transactions Record: 8
i. Full name of dealer	Barclays Capital Inc.
ii. SEC file number	008-41342
iii. CRD number	000019714
iv. LEI, if any	AC28XWWI3WIBK2824319
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	8,035,026.14000000
Principal Transactions Record: 9
i. Full name of dealer	Goldman Sachs & Co. LLC
ii. SEC file number	008-00129
iii. CRD number	000000361
iv. LEI, if any	FOR8UP27PHTHYVLBNG30
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	2,507,992.87000000
Principal Transactions Record: 10
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	13,640,807.74000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

93,205,369.61000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	66,279,051.49000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No

Management Investment Record: 20

Item C.1. Background information.

a. Full Name of the Fund	Victory Trivalent International Small-Cap Fund
b. Series identication number, if any	S000046400
c. LEI	549300SB9TZ2GU9C2Q92
d. Is this the first filing on this form by the Fund?	Yes No

Item C.2. Classes of open-end management investment companies.

a. How many Classes of shares of the Fund (if any) are authorized?	5
b. How many new Classes of shares of the Fund were added during the reporting period?	0
c. How many Classes of shares of the Fund were terminated during the reporting period?	0
d. For each Class with shares outstanding, provide the information requested below:
Shares Outstanding Record: 1
i. Full name of Class	R6
ii. Class identification number, if any	C000145002
iii. Ticker symbol, if any	MSSIX
Shares Outstanding Record: 2
i. Full name of Class	I
ii. Class identification number, if any	C000145001
iii. Ticker symbol, if any	MISIX
Shares Outstanding Record: 3
i. Full name of Class	Y
ii. Class identification number, if any	C000145003
iii. Ticker symbol, if any	MYSIX
Shares Outstanding Record: 4
i. Full name of Class	A
ii. Class identification number, if any	C000144999
iii. Ticker symbol, if any	MISAX
Shares Outstanding Record: 5
i. Full name of Class	C
ii. Class identification number, if any	C000145000
iii. Ticker symbol, if any	MCISX

Item C.3. Type of fund.

Instructions. 1. "Fund of Funds" means a fund that acquires securities issued by any other investment company in excess of the amounts permitted under paragraph (A) of section 12(d)(1) of the Act (15 U.S.C. 80a-12(d)(1)(A)), but, for purposes of this Item, does not include a fund that acquires securities issued by another company solely in reliance on rule 12d1-1 under the Act (CFR 270.12d1-1). 2. "Index Fund" means an investment company, including an Exchange-Traded Fund, that seeks to track the performance of a specified index. 3. "Interval Fund" means a closed-end management investment company that makes periodic repurchases of its shares pursuant to rule 23c-3 under the Act (17 CFR 270.23c-3). 4. "Master-Feeder Fund" means a two-tiered arrangement in which one or more funds (each a feeder fund) holds shares of a single Fund (the master fund) in accordance with section 12(d)(1)(E) of the Act (15 U.S.C. 80a-12(d)(1)(E)) or pursuant to exemptive relief granted by the Commission. 5. "Target Date Fund" means an investment company that has an investment objective or strategy of providing varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income exposures that changes over time based on an investor's age, target retirement date, or life expectancy.

Indicate if the Fund is any one of the types listed below. Check all that apply.

a. Exchange-Traded Fund or Exchange-Traded Managed Fund or offers a Class that itself is an Exchange-Traded Fund or Exchange-Traded Managed Fund        i.     Exchange-Traded Fund        ii.    Exchange-Traded Managed Fund   b.   Index Fund   c.    Seeks to achieve performance results that are a multiple of a benchmark, the inverse of a benchmark, or a multiple of the inverse of a benchmark   d.    Interval Fund   e.    Fund of Funds   f.     Master-Feeder Fund   g.    Money Market Fund   h.    Target Date Fund   i.     Underlying fund to a variable annuity or variable life insurance contract          N/A

Item C.4. Diversification.

Does the Fund seek to operate as a “non-diversified company” as such term is defined in section 5(b)(2) of the Act (15 U.S.C. 80a- 5(b) (2))?

Yes No

Item C.5. Investments in certain foreign corporations.

Instruction. "Controlled foreign corporation" has the meaning provided in section 957 of the Internal Revenue Code [26 U.S.C. 957].

a. Does the fund invest in a controlled foreign corporation for the purpose of investing in certain types of instruments such as, but not limited to, commodities?

Yes No

Item C.6. Securities lending.

Instruction. For purposes of this Item, other adverse impacts would include, for example, (1) a loss to the Fund if collateral and indemnification were not sufficient to replace the loaned securities or their value, (2) the Fund's ineligibility to vote shares in a proxy, or (3) the Fund's ineligibility to receive a direct distribution from the issuer.

a. Is the Fund authorized to engage in securities lending transactions?	Yes No
b. Did the Fund lend any of its securities during the reporting period?	Yes No

i. If yes, during the reporting period, did any borrower fail to return the loaned securities by the contractual deadline with the result that:

1. The Fund (or its securities lending agent) liquidated collateral pledged to secure the loaned securities?	Yes No
2. The Fund was otherwise adversely impacted?	Yes No

c. Provide the information requested below about each securities lending agent, if any, retained by the Fund:

Securities Lending Record: 1
i. Full name of securities lending agent	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. Is the securities lending agent an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No
iv. Does the securities lending agent or any other entity indemnify the fund against borrower default on loans administered by this agent?	Yes No

v. If the entity providing the indemnification is not the securities lending agent, provide the following information:

Idemnity Providers Record: 1

1. Name of person providing indemnification	Citibank, N.A.
2. LEI, if any, of person providing indemnification	E57ODZWZ7FF32TWEFA76

vi. Did the Fund exercise its indemnification rights during the reporting period?

Yes No

d. If a person providing cash collateral management services to the Fund in connection with the Fund's securities lending activities does not also serve as securities lending agent, provide the following information about each cash collateral manager:

i. Full name of cash collateral manager:
ii. LEI, if any:
iii. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of a securities lending agent retained by the Fund?	Yes No
iv. Is the cash collateral manager an affiliated person, or an affiliated person of an affiliated person, of the Fund?	Yes No

e. Types of payments made to one or more securities lending agents and cash collateral managers (check all that apply):	i. Revenue sharing split   ii. Non-revenue sharing split (other than administrative fee)    iii. Administrative fee   iv. Cash collateral reinvestment fee   v. Indemnification fee   vi. Other     N/A
f. Provide the monthly average of the value of portfolio securities on loan during the reporting period	143,741,433.7
g. Provide the net income from securities lending activities	435,432.19

Item C.7. Reliance on certain statutory exemption and rules.

Did the Fund rely on the following statutory exemption or any of the rules under the Act during the reporting period? (check all that apply)

a. Rule 10f-3 (17 CFR 270.10f-3)    b. Rule 12d1-1 (17 CFR 270.12d1-1)   c. Rule 15a-4 (17 CFR 270.15a-4)    d. Rule 17a-6 (17 CFR 270.17a-6)    e. Rule 17a-7 (17 CFR 270.17a-7)   f. Rule 17a-8 (17 CFR 270.17a-8)   g. Rule 17e-1 (17 CFR 270.17e-1)   h. Rule 22d-1 (17 CFR 270.22d-1)   i. Rule 23c-1 (17 CFR 270.23c-1)    j. Rule 32a-4 (17 CFR 270.32a-4)   k. Rule 6c-11 (17 CFR 270.6c-11)   l. Rule 12d1-4 (17 CFR 270.12d1-4)   m. Section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G))   n. Rule 18f-4 (17 CFR 270.18f-4)   i. Is the Fund excepted from the rule 18f-4 (17 CFR 270.18f-4) program requirement and limit on fund leverage risk under rule 18f-4(c)(4) (17CFR 270.18f-4(c)(4))?   ii. Is the Fund a leveraged/inverse fund that, under rule 18f-4(c)(5) (17 CFR 270.18f-4(c)(5)), is excepted from the requirement to comply with the limit on fund leverage risk described in rule 18f-4(c)(2) (17 CFR 270.18f-4(c)(2))?   iii. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(i) (17 CFR 270.18f-4(d)(i))?   iv. Did the Fund enter into any reverse repurchase agreements or similar financing transactions under rule 18f-4(d)(ii) (17 CFR 270.18f-4(d)(ii))?   v. Did the Fund enter into any unfunded commitment agreements under rule 18f-4(e) (17 CFR 270.18f-4(e))?   vi. Did the Fund invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, in reliance on rule 18f-4(f) (17 CFR 270.18f-4(f))?   N/A

Item C.8. Expense limitations.

Instruction. Provide information concerning any direct or indirect limitations, waivers or reductions, on the level of expenses incurred by the fund during the reporting period. A limitation, for example, may be applied indirectly (such as when an adviser agrees to accept a reduced fee pursuant to a voluntary fee waiver) or it may apply only for a temporary period such as for a new fund in its start-up phase.

a. Did the Fund have an expense limitation arrangement in place during the reporting period?	Yes No
b. Were any expenses of the Fund reduced or waived pursuant to an expense limitation arrangement during the reporting period?	Yes No
c. Are the fees waived subject to recoupment?	Yes No
d. Were any expenses previously waived recouped during the period?	Yes No

Item C.9. Investment advisers.

a. Provide the following information about each investment adviser (other than a sub-adviser) of the Fund:

Investment Advisers Record: 1
i. Full name	Victory Capital Management Inc.
ii. SEC file number ( e.g., 801- )	801-46878
iii.CRD number	000106189
iv. LEI, if any	549300YNO08S1SH3I683
v. State, if applicable	OHIO
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Was the investment adviser hired during the reporting period?	Yes No

b. If an investment adviser (other than a sub- adviser) to the Fund was terminated during the reporting period, provide the following with respect to each investment adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

c. For each sub-adviser to the Fund, provide the information requested:

i. Full name
ii. SEC file number ( e.g., 801- ), if applicable
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Is the sub-adviser an affiliated person of the Fund's investment adviser(s)?	Yes No
viii. Was the sub-adviser hired during the reporting period?	Yes No

d. If a sub-adviser was terminated during the reporting period, provide the following with respect to such sub-adviser:

i. Full name
ii. SEC file number ( e.g., 801- )
iii. CRD number
iv. LEI, if any
v. State, if applicable
vi. Foreign country, if applicable
vii. Termination date

Item C.10. Transfer agents.

a. Provide the following information about each person providing transfer agency services to the Fund:

Transfer Agents Record: 1
i. Full name	FIS Investor Services, LLC
ii.SEC file number ( e.g., 84- or 85- )	084-06522
iii. LEI, if any	6WQI0GK1PRFVBA061U48
iv. State, if applicable	OHIO
v. Foreign country, if applicable	UNITED STATES OF AMERICA
vi. Is the transfer agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vii. Is the transfer agent a sub-transfer agent?	Yes No

b. Has a transfer agent been hired or terminated during the reporting period?

Yes No

Item C.11. Pricing services.

a. Provide the following information about each person that provided pricing services to the Fund during the reporting period:

Pricing Services Record: 1
i. Full name	Bloomberg L.P.
ii. LEI, if any, or provide and describe other identifying number	549300B56MD0ZC402L06
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 2
i. Full name	Refinitiv US Holdings Inc.
ii. LEI, if any, or provide and describe other identifying number	549300NF240HXJO7N016
Description of other identifying number	N/A
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No
Pricing Services Record: 3
i. Full name	ICE Data Services, Inc.
ii. LEI, if any, or provide and describe other identifying number	5493000NQ9LYLDBCTL34
Description of other identifying number	N/A
iii. State, if applicable	MASSACHUSETTS
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the pricing service an affiliated person of the Fund or its investment adviser(s)?	Yes No

b. Was a pricing service hired or terminated during the reporting period?

Yes No

Item C.12. Custodians.

a. Provide the following information about each person that provided custodial services to the Fund during the reporting period:

Custodians Record: 1
i. Full name	Citibank Europe PLC (Denmark)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	DENMARK
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 2
i. Full name	Citibank Europe Plc Dublin (Germany)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	GERMANY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 3
i. Full name	Citibank, N.A., Singapore Branch
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable
iv. Foreign country, if applicable	SINGAPORE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 4
i. Full name	Citibank Europe PLC (Norway)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NORWAY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 5
i. Full name	Citibank Canada
ii. LEI, if any	YJW4XPRSVL5L1ANG2086
iii. State, if applicable
iv. Foreign country, if applicable	CANADA (FEDERAL LEVEL)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 6
i. Full name	Clearstream
ii. LEI, if any	549300OL514RA0SXJJ44
iii. State, if applicable
iv. Foreign country, if applicable	LUXEMBOURG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 7
i. Full name	Citibank Europe plc, sucursal en Espana
ii. LEI, if any	5967007LIEEXZXA40G44
iii. State, if applicable
iv. Foreign country, if applicable	SPAIN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 8
i. Full name	Citibank, N.A.
ii. LEI, if any	E57ODZWZ7FF32TWEFA76
iii. State, if applicable	NEW YORK
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 9
i. Full name	Citibank, N.A., London Branch (United Kingdom)
ii. LEI, if any	5493003N5RTTW5BT5L04
iii. State, if applicable
iv. Foreign country, if applicable	UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 10
i. Full name	Citibank Korea Inc.
ii. LEI, if any	DYDGRK7GSRNXQ5UFWV53
iii. State, if applicable
iv. Foreign country, if applicable	KOREA (THE REPUBLIC OF)
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 11
i. Full name	Citibank Europe PLC (Austria)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 12
i. Full name	Citibank, N.A., Israel Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ISRAEL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 13
i. Full name	Citibank, N.A., Hong Kong Branch
ii. LEI, if any	5493007CS9V3PVQK1115
iii. State, if applicable
iv. Foreign country, if applicable	HONG KONG
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 14
i. Full name	Citibank, N.A., Auckland Branch
ii. LEI, if any	5493000AI27HXLDYHX23
iii. State, if applicable
iv. Foreign country, if applicable	NEW ZEALAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 15
i. Full name	Citigroup Pty Limited
ii. LEI, if any	54930079JKFNSDPRU313
iii. State, if applicable
iv. Foreign country, if applicable	AUSTRALIA
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 16
i. Full name	Citibank Europe PLC (Portugal)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	PORTUGAL
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 17
i. Full name	Citibank, N.A., Milan Branch
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	ITALY
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 18
i. Full name	Citibank Europe PLC (Sweden)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	SWEDEN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 19
i. Full name	Citibank, N.A., London Branch (Ireland)
ii. LEI, if any	N1FBEDJ5J41VKZLO2475
iii. State, if applicable
iv. Foreign country, if applicable	IRELAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 20
i. Full name	Citibank N.A. Tokyo Branch
ii. LEI, if any	DCQFH37O1JGEEWG3HN05
iii. State, if applicable
iv. Foreign country, if applicable	JAPAN
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 21
i. Full name	Citibank Europe PLC (Netherlands)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	NETHERLANDS
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 22
i. Full name	Citibank Europe PLC (Belgium)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	BELGIUM
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 23
i. Full name	Citibank, N.A., London Branch (Switzerland)
ii. LEI, if any	4BVL95XIH9NNZF0YN485
iii. State, if applicable
iv. Foreign country, if applicable	SWITZERLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 24
i. Full name	Citibank Europe PLC (France)
ii. LEI, if any	00000000000000000000
iii. State, if applicable
iv. Foreign country, if applicable	FRANCE
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other
Custodians Record: 25
i. Full name	Nordea Bank Finland Plc.
ii. LEI, if any	6SCPQ280AIY8EP3XFW53
iii. State, if applicable
iv. Foreign country, if applicable	FINLAND
v. Is the custodian an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the custodian a sub-custodian?	Yes No
vii. With respect to the custodian, check below to indicate the type of custody:	1.Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) 2.Member national securities exchange - rule 17f-1 (17 CFR 270.17f-1) 3.Self - rule 17f-2 (17 CFR 270.17f-2) 4.Securities depository - rule 17f-4 (17 CFR 270.17f-4) 5.Foreign custodian - rule 17f-5 (17 CFR 270.17f-5) 6.Futures commission merchants and commodity clearing organizations - rule 17f-6 (17 CFR 270.17f-6) 7.Foreign securities depository - rule 17f-7 (17 CFR 270.17f-7) 8.Insurance company sponsor - rule 26a-2 (17 CFR 270.26a-2) 9.Other

b. Has a custodian been hired or terminated during the reporting period?*

Yes No

Item C.13. Shareholder servicing agents.

a. Provide the following information about each shareholder servicing agent of the Fund:

i. Full name
ii. LEI, if any, or provide and describe other identifying number
Description of other identifying number
iii. State, if applicable
iv. Foreign country, if applicable
v. Is the shareholder servicing agent an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the shareholder servicing agent a sub-shareholder servicing agent?	Yes No

b. Has a shareholder servicing agent been hired or terminated during the reporting period?

Yes No

Item C.14. Administrators.

a. Provide the following information about each administrator of the Fund:

Administrators Record: 1
i. Full name	Citi Fund Services Ohio, Inc.
ii. LEI, if any, or other identifying number	549300OX9HIV34JOX333
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No
Administrators Record: 2
i. Full name	Victory Capital Management Inc.
ii. LEI, if any, or other identifying number	549300YNO08S1SH3I683
Description of other identifying number
iii. State, if applicable	OHIO
iv. Foreign country, if applicable	UNITED STATES OF AMERICA
v. Is the administrator an affiliated person of the Fund or its investment adviser(s)?	Yes No
vi. Is the administrator a sub-administrator?	Yes No

b.Has a third-party administrator been hired or terminated during the reporting period?

Yes No

Item C.15. Affiliated broker-dealers.

Provide the following information about each affiliated broker-dealer:

Broker Dealers Record: 1
a. Full name	Victory Capital Services, Inc.
b. SEC file number	008-047577
c. CRD number	000037059
d. LEI, if any	5493007YCZV03392KX12
e. State, if applicable	OHIO
f. Foreign country, if applicable	UNITED STATES OF AMERICA
g. Total commissions paid to the affiliated broker-dealer for the reporting period:	3,451.24

Item C.16. Brokers.

Instructions to Item C.16 and Item C.17. To help Registrants distinguish between agency and principal transactions, and to promote consistent reporting of the information required by these items, the following criteria should be used: 1. If a security is purchased or sold in a transaction for which the confirmation specifies the amount of the commission to be paid by the Registrant, the transaction should be considered an agency transaction and included in determining the answers to Item C.16. 2. If a security is purchased or sold in a transaction for which the confirmation specifies only the net amount to be paid or received by the Registrant and such net amount is equal to the market value of the security at the time of the transaction, the transaction should be considered a principal transaction and included in determining the amounts in Item C.17. 3. If a security is purchased by the Registrant in an underwritten offering, the acquisition should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the underwriters are receiving from the issuer. 4. If a security is sold by the Registrant in a tender offer, the sale should be considered a principal transaction and included in answering Item C.17 even though the Registrant has knowledge of the amount the offeror is paying to soliciting brokers or dealers. 5. If a security is purchased directly from the issuer (such as a bank CD), the purchase should be considered a principal transaction and included in answering Item C.17. 6. The value of called or maturing securities should not be counted in either agency or principal transactions and should not be included in determining the amounts shown in Item C.16 and Item C.17. This means that the acquisition of a security may be included, but it is possible that its disposition may not be included. Disposition of a repurchase agreement at its expiration date should not be included. 7. The purchase or sales of securities in transactions not described in paragraphs (1) through (6) above should be evaluated by the Fund based upon the guidelines established in those paragraphs and classified accordingly. The agents considered in Item C.16 may be persons or companies not registered under the Exchange Act as securities brokers. The persons or companies from whom the investment company purchased or to whom it sold portfolio instruments on a principal basis may be persons or entities not registered under the Exchange Act as securities dealers.

a. For each of the ten brokers that received the largest dollar amount of brokerage commissions (excluding dealer concessions in underwritings) by virtue of direct or indirect participation in the Fund’s portfolio transactions, provide the information below:

Brokers Record: 1
i. Full name of broker	HSBC Securities (USA) Inc.
ii. SEC file number	008-41562
iii. CRD number	000019585
iv. LEI, if any	CYYGQCGNHMHPSMRL3R97
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	452,282.21000000
Brokers Record: 2
i. Full name of broker	Scotia Capital (USA) Inc.
ii. SEC file number	008-03716
iii. CRD number	000002739
iv. LEI, if any	549300BLWPABP1VNME36
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	200,149.33000000
Brokers Record: 3
i. Full name of broker	Sanford C. Bernstein & Co., LLC
ii. SEC file number	008-52942
iii. CRD number	000104474
iv. LEI, if any	549300I7JYZHT7D5CO04
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	296,111.67000000
Brokers Record: 4
i. Full name of broker	Merrill Lynch, Pierce, Fenner & Smith Incorporated
ii. SEC file number	008-07221
iii. CRD number	000007691
iv. LEI, if any	8NAV47T0Y26Q87Y0QP81
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	155,926.16000000
Brokers Record: 5
i. Full name of broker	Pershing LLC
ii. SEC file number	008-17574
iii. CRD number	000007560
iv. LEI, if any	ZI8Q1A8EI8LQFJNM0D94
v. State, if applicable	NEW JERSEY
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	151,589.68000000
Brokers Record: 6
i. Full name of broker	CLSA Americas, LLC
ii. SEC file number	008-69166
iii. CRD number	000165533
iv. LEI, if any	213800M2DXATWY7JMS07
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	142,610.49000000
Brokers Record: 7
i. Full name of broker	ABN Amro Securities (USA) LLC
ii. SEC file number	008-68398
iii. CRD number	000151796
iv. LEI, if any	549300FIFV1CB6HD9A14
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	176,445.70000000
Brokers Record: 8
i. Full name of broker	J.P. Morgan Securities LLC
ii. SEC file number	008-35008
iii. CRD number	000000079
iv. LEI, if any	ZBUT11V806EZRVTWT807
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	310,487.09000000
Brokers Record: 9
i. Full name of broker	Jefferies LLC
ii. SEC file number	008-15074
iii. CRD number	000002347
iv. LEI, if any	58PU97L1C0WSRCWADL48
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	280,207.87000000
Brokers Record: 10
i. Full name of broker	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Gross commissions paid by the Fund for the reporting period	267,569.13000000
b. Aggregate brokerage commissions paid by Fund during the reporting period:	4,028,507.49000000

Item C.17. Principal transactions.

a. For each of the ten entities acting as principals with which the Fund did the largest dollar amount of principal transactions (include all short-term obligations, and U.S. government and tax-free securities) in both the secondary market and in underwritten offerings, provide the information below:

Principal Transactions Record: 1
i. Full name of dealer	Citigroup Global Markets Inc.
ii. SEC file number	008-08177
iii. CRD number	000007059
iv. LEI, if any	MBNUM2BPBDO7JBLYG310
v. State, if applicable	NEW YORK
vi. Foreign country, if applicable	UNITED STATES OF AMERICA
vii. Total value of purchases and sales (excluding maturing securities) with Fund:	61,800,000.00000000

b. Aggregate value of principal purchase/sale transactions of Fund during the reporting period:

61,800,000.00000000

Item C.18. Payments for brokerage and research.

During the reporting period, did the Fund pay commissions to broker-dealers for "brokerage and research services" within the meaning of section 28(e) of the Exchange Act (15 U.S.C. 78bb)?

Yes No

Item C.19. Average net assets.

a. Provide the Fund's (other than a money market fund's) monthly average net assets during the reporting period	3,321,796,357.53000000
b. Provide the money market fund's daily average net assets during the reporting period

Item C.20. Lines of credit, interfund lending and interfund borrowing.

For open-end management investment companies, respond to the following:

a. Does the Fund have available a line of credit?

Yes No

If yes, for each line of credit, provide the information requested below:

Line of Credit details Record: 1
i. Is the line of credit a committed or uncommitted line of credit?	Committed Uncommitted
ii. What size is the line of credit?	300,000,000.00000000
iii. With which institution(s) is the line of credit?
Line Institutions Record: 1
Name of institution	Citibank
iv. Is the line of credit just for the Fund, or is it shared among multiple funds?	Sole Shared

1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 2

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No vi. If the fund drew on the line of credit during this period, what was the average amount outstanding when the line of credit was in use? vii. If the fund drew on the line of credit during this period, what was the number of days that the line of credit was in use?

Line of Credit details Record: 2 i. Is the line of credit a committed or uncommitted line of credit? Committed Uncommitted ii. What size is the line of credit?

iii. With which institution(s) is the line of credit? Line Institutions Record: 1Name of institution iv. Is the line of credit just for the Fund, or is it shared among multiple funds? Sole Shared 1. If shared, list the names of other funds that may use the line of credit.

Shared Credit Users Record: 1

Name of fund	USAA Mutual Funds Trust
SEC File number( e.g., 811- )	811-07852

Shared Credit Users Record: 2

Name of fund	Victory Portfolios II
SEC File number( e.g., 811- )	811-22696

Shared Credit Users Record: 3

Name of fund	Victory Variable Insurance Funds
SEC File number( e.g., 811- )	811-08979

v. Did the Fund draw on the line of credit this period? Yes No

b. Did the Fund engage in interfund lending?	Yes No

c.Did the Fund engage in interfund borrowing?	Yes No

If yes, for each loan provide the information requested below:

i. What was the average amount of the interfund loan when the loan was outstanding?	34,798,000
ii. What was the number of days that the interfund loan was outstanding?	3
i. What was the average amount of the interfund loan when the loan was outstanding?	3,900,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	24,526,000
ii. What was the number of days that the interfund loan was outstanding?	4
i. What was the average amount of the interfund loan when the loan was outstanding?	6,739,000
ii. What was the number of days that the interfund loan was outstanding?	1
i. What was the average amount of the interfund loan when the loan was outstanding?	18,634,000
ii. What was the number of days that the interfund loan was outstanding?	3

Item C.21. Swing pricing.

For open-end management investment companies, respond to the following:

a. Did the Fund (if not a Money Market Fund, Exchange-Traded Fund, or Exchange-Traded Managed Fund) engage in swing pricing?	Yes No